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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').
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