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LONG4LIFE PROPRIETARY LIMITED - Abridged pre-listing statement of Long4Life

Release Date: 31/03/2017 15:07
Code(s): L4L     PDF:  
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Abridged pre-listing statement of Long4Life

LONG4LIFE LIMITED
(previously Long4Life Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2016/216015/06)
Share code: L4L
ISIN: ZAE000243119
("Long4Life" or "the Company")

ABRIDGED PRE-LISTING STATEMENT

This Abridged Pre-listing Statement relates to the listing of Long4Life in the “Financial Services – Specialty
Finance” sector of the main board of the JSE with effect from the commencement of business on Friday, 7
April 2017. Capitalised terms not defined herein have the same meaning given to them in the full pre-listing
statement issued by the Company on Friday, 31 March 2017 (the “Pre-listing Statement”).

In terms of Section 15 of the JSE Listings Requirements, the Company will be deemed an investment entity,
being a company whose principal activity is the investment in securities, including investments in private
entities.

This Abridged Pre-listing Statement does not constitute an offer to the public or any other person, or an
invitation to, or solicitation of the public or any other person to acquire the Shares or other Securities of the
Company in terms of the Companies Act in South Africa or in any other jurisdiction, but is issued in compliance
with the Listings Requirements for the purpose of providing information to the public or any other person with
regards to the listing of Long4Life.

This Abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is not
complete and does not contain all of the information that readers of the Abridged Pre-listing Statement and/or
the Pre-listing Statement should consider before investing in the Ordinary Shares. Investors should read the
Pre-listing Statement carefully in its entirety, including the “Risk Factors” section, the financial statements
provided and the notes to those financial statements.

SALIENT TERMS OF THE SUBSCRIPTION

In order to raise cash to enable Long4Life to implement its Investment Strategy (and in terms of Subscription
Agreements):

        -    Mr Brian Joffe, the Promotor and Chief Executive Officer (who is responsible for the formation of
             the Company), will subscribe for 25 000 000 Shares at R4.00 per Share, for an aggregate
             consideration of R100 000 000;
        -    Anchor Investors will subscribe for 100 000 000 Shares at R5.00 per Share, for an aggregate
             consideration of R500 000 000; and
        -    Committed Investors will subscribe for 280 000 000 Shares at R5.00 per Share, for an aggregate
             consideration of R1 400 000 000.

The above capital, totaling R2 000 000 000, will be subscribed for on Listing and no additional capital will be
raised at Listing Date.

This Abridged Pre-listing Statement contains only the salient features of the Company, the Listing and the
Subscriptions and as such is not comprehensive. For a full appreciation of the Company, the Listing and the
Subscriptions, the Pre-listing Statement should be read in its entirety.

1. THE LISTING

   The JSE has granted Long4Life a listing of 405 000 100 Ordinary Shares in the “Financial Services –
   Specialty Finance” sector on the main board of the JSE under the abbreviated name “Long4Life”, symbol
   “L4L” and ISIN: ZAE000243119 subject to the fulfilment of the conditions precedent set out in the
   paragraph headed “Conditions Precedent to the Listing” in the Pre-listing Statement.

   The financial year end of the Company is 31 March each calendar year.

2. RATIONALE FOR LISTING

   Long4Life’s objective is to achieve superior returns over the medium to long-term by investing in
   companies that demonstrate attributes outlined in the sub-section headed “Investment Parameters”
   below. By listing on the JSE, Long4Life will achieve the desired outcome of:

           -   raising cash to enable Long4Life to implement its Investment Strategy;
           -   mitigating some of the constraints of the traditional private equity fund model, such as a high
               minimum initial investment size, extended lock-up periods with low levels of liquidity, as well
               as pressure to dispose of investments as the fund expiry date approaches. Being a listed
               entity, Long4Life will enjoy the benefits of a more permanent form of capital, allowing greater
               flexibility in the investment holding period; and
           -   providing public-market investors with an opportunity to invest in a liquid instrument that aims
               to have exposure to a quality, diversified pool of unlisted and listed assets, managed at low
               cost, by an experienced and invested team.

3. OVERVIEW OF LONG4LIFE

   Long4Life is an investment holding company that will seek to pursue investments predominantly with a
   ‘lifestyle’ focus and generate superior returns for its Shareholders over the medium to long term. The
   Company plans to invest in businesses with attractive growth prospects, led by strong, entrepreneurial-
   minded management teams. The Board, who collectively have a wealth of operational and deal-making
   experience across various industries, will be responsible for capital allocation and will play an active role
   in identifying and executing attractive investment opportunities.

   Long4Life aims to operate a decentralised management structure, providing financial, strategic and
   management support to its investee companies. The Company’s intention is to take a long term view on
   investments, while retaining the flexibility to dispose of investments which no longer meet the investment
   criteria and the agility to take advantage of opportunities as they arise.

4. INVESTMENT STRATEGY

   The Company’s investment objectives will be achieved by primarily investing in businesses where
   Long4Life is able to provide both capital and strategic direction.

   The Company will aim to obtain exposure to a diversified pool of listed and unlisted assets.

   In order to maximise the return on its unutilised cash, Long4Life aims to invest these funds in a prudent
   combination of bank deposits, short duration high quality bonds and suitable short-term money market
   instruments.

   The Company’s medium to long-term objective is to achieve sustained growth in excess of 15% per
   annum.

   Long4Life intends to make use of prudent levels of financial gearing in its underlying investments. The
   nature and extent of gearing used in each case will be determined by the ability of the investment to
   generate cash.

4.1. Investment Focus

    Long4Life’s primary focus will be on acquiring equity interests in businesses which meet some of
    the following characteristics:

            -   a proven track record;
            -   strong cash flow generation;
            -   market leading brands;
            -   capital light businesses;
            -   businesses with attractive growth prospects;
            -   businesses with the opportunity to consolidate their respective markets;
            -   established market position; and
            -   experienced and entrepreneurial management.

    Consideration will also be given to opportunities relating to underperforming businesses.

    The Board will be responsible for capital allocation and will play an active role in identifying and
    executing on attractive investment opportunities.

4.2. Sectors

    Without being exhaustive, Long4Life expects to target investments with a ‘lifestyle’ focus.

    Industries that will not be targeted include banking (for avoidance of doubt this is the business of
    deposit taking), mining and resources companies.

    Notwithstanding the above, there are networks in which the Directors have particular expertise.
    Long4Life aims to retain the flexibility to make use of these networks and participate in opportunistic
    investments as and when they arise.

4.3. Investment Parameters

    An investment opportunity could display some of the following parameters:

            -   investments in majority or significant minority interests;
            -   underperforming business opportunities;
            -   investments in companies where key management have a meaningful interest;
            -   utilisation of gearing where appropriate; and
            -   open-ended realisation periods, although the Company’s portfolio will be subject to
                continual review of the expected returns of the underlying businesses.

4.4. Investment Proposition

    The Long4Life investment proposition is centred on:

            -   the Promotor’s proven track record of generating superior returns for shareholders;
            -   the Promotor’s alignment with investors through the Promotor Shares;
            -   providing an access point to non-replicable investments within the listed environment;
            -   the Promotor’s deep understanding of business and wide networks which may unlock
                opportunities to which other investment entities and funds would not ordinarily have
                access;
            -   an entrepreneurial, nimble and innovative approach to transactions; and
            -   an efficient cost structure.

5. DIRECTORS
                                                                                        Date of
                                                                                      appointment as
    Name (age)         Business address                          Position
                                                                                      Director and term
                                                                                      of office
    Brian Joffe        c/o TMF Corporate Services (South         Chief Executive      2/06/2016;
    (69)               Africa) Proprietary Limited               Officer/             appointment
                       3rd floor, 200 on Main, Corner Main and   Executive            confirmed every
                       Bowwood Roads, Claremont,                 Director             three years
                       7708
    Graham             c/o TMF Corporate Services (South         Chairperson,         22/03/2017;
    Wayne              Africa) Proprietary Limited               Independent          appointment
    Dempster           3rd floor, 200 on Main, Corner Main and   Non-Executive        confirmed every
    (61)               Bowwood Roads, Claremont 7708             Director             three years
    Tasneem            c/o TMF Corporate Services (South         Independent          22/03/2017;
    Abdool-            Africa) Proprietary Limited               Non-Executive        appointment
    Samad (42)         3rd floor, 200 on Main, Corner Main and   Director             confirmed every
                       Bowwood Roads, Claremont,                                      three years
                       7708
    Lionel Jacobs      c/o TMF Corporate Services (South         Independent          27/03/2017;
    (73)               Africa) Proprietary Limited               Non-Executive        appointment
                       3rd floor, 200 on Main, Corner Main and   Director             confirmed every
                       Bowwood Roads, Claremont,                                      three years
                       7708
    Colin Stanley      c/o TMF Corporate Services (South         Independent          22/03/2017;
    Datnow (68)        Africa) Proprietary Limited               Non-Executive        appointment
                       3rd floor, 200 on Main, Corner Main and   Director             confirmed every
                       Bowwood Roads, Claremont,                                      three years
                       7708
    Jason Paul         c/o TMF Corporate Services (South         Alternate            22/03/2017;
    Joffe (39)         Africa) Proprietary Limited               Director to Colin    appointment
                       3rd floor, 200 on Main, Corner Main and   Stanley Datnow       confirmed every
                       Bowwood Roads, Claremont, 7708                                 three years

6. IMPORTANT DATES AND TIMES

   All dates and times referred to in this Abridged Pre-listing Statement are times in South Africa. The dates
   and times in this Pre-listing Statement are subject to change and any such changes will be released on
   SENS.

                                                                                                2017
    Abridged Pre-Listing Statement published on SENS                                      Friday, 31 March
    Abridged Pre-Listing Statement published in the press                                  Monday, 3 April
    Listing of Long4Life on the JSE from commencement of trade                             Friday, 7 April
    Accounts at CSDP or broker updated and debited      
                                   Friday, 7 April
7. COPIES OF THE PRE-LISTING STATEMENT

    The Pre-listing Statement is available in English only. Copies of the Pre-listing Statement may be
    obtained during normal business hours from Friday, 31 March 2017 until Friday, 7 April 2017 from:

           -    Long4Life Limited, c/o TMF Corporate Services (South Africa) Proprietary Limited, 3rd floor,
                200 on Main, Corner Main and Bowwood Roads, Claremont, 7708
           -    Investec Corporate Finance, a division of Investec Bank Limited, 2nd Floor, 100 Grayston
                Drive, Sandton, 2196
           -    The Standard Bank of South Africa, 30 Baker Street, Rosebank, Johannesburg, 2196
           -    Registered office of company and also available on the Long4Life’s website:
                www.long4life.co.za


31 March 2017
Johannesburg

Joint Financial Advisors, Joint Bookrunners and Joint Transaction Sponsors
Investec Bank Limited and The Standard Bank of South Africa Limited

Company’s Legal Adviser
Edward Nathan Sonnenbergs Incorporated

Legal Adviser to Bookrunners
Webber Wentzel

Auditors and Independent Reporting Accountants
Deloitte & Touche

Transfer Secretaries
Computershare Investor Services Proprietary Limited

Date: 31/03/2017 03:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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