To view the PDF file, sign up for a MySharenet subscription.

Master Plastics Limited - Abridged Pre-Listing Statement

Release Date: 05/05/2017 16:11
Code(s): MAP     PDF:  
Wrap Text
Abridged Pre-Listing Statement

MASTER PLASTICS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2016/323930/06)
Share code: MAP ISIN: ZAE000242921
(“Master Plastics” or “the Company”)


ABRIDGED PRE-LISTING STATEMENT


This Abridged Pre-listing Statement is prepared and issued in terms of the Listings Requirements. This
Abridged Pre-listing Statement is not an invitation to the public to subscribe for or to purchase shares in
Master Plastics in any jurisdiction, and is issued in compliance with the Listings Requirements for the
purpose of providing information with regard to the Company.

The implementation of the Unbundling and Listing of Master Plastics, as described herein, is subject to the
suspensive condition that all resolutions proposed at the General Meeting of Astrapak Shareholders, the
Ordinary Share Scheme Meeting and the Preference Share Scheme Meeting to be held on 12 May 2017
have been duly passed and this Abridged Pre-listing Statement has been prepared on the assumption that
same occurs.

This Abridged Pre-listing Statement relates to the listing of Master Plastics on AltX with effect from the
commencement of trade on Wednesday, 24 May 2017. This Abridged Pre-listing Statement contains the
salient features of the Company and the Listing and as such is not intended to be comprehensive. For a full
appreciation of, inter alia, the Company and its business strategy, the Pre-listing Statement issued by Master
Plastics on Friday, 5 May 2017 (which is available as set out in paragraph 6 below) should be read in its
entirety. Capitalised terms used in this Abridged Pre-listing Statement have the meaning ascribed to them in
the full Pre-listing Statement.

As at the Listing Date:
-   the total authorised share capital of Master Plastics shall comprise 400 000 000 ordinary no par value
    shares;
-   the issued share capital of Master Plastics shall comprise 135 131 250 ordinary no par value shares
    being the same number of issued ordinary shares as the number of issued ordinary shares in Astrapak
    as at that date; and
-   the stated capital of Master Plastics shall be R235 403 735.

1.  BACKGROUND AND INTRODUCTION

In line with Astrapak’s resolved strategy aimed at becoming a focussed rigid packaging business and
pursuant to the RPC Offer, the Astrapak Board has resolved to unbundle Master Plastics, a recently
established wholly-owned subsidiary of Astrapak to Astrapak Ordinary Shareholders by way of a distribution
in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the Income Tax Act , in the
intended ratio of one Master Plastics Share for every one Astrapak Ordinary Share held at the close of
business on the Unbundling Record Date, and separately list Master Plastics on the AltX.

The purpose of the Pre-listing Statement is to provide Astrapak Shareholders with the relevant information
regarding the terms and conditions pertaining to the Unbundling and Listing and information regarding
Master Plastics.

In order to give effect to, and prior to, the implementation of the Unbundling, Astrapak incorporated Master
Plastics as an indirect wholly-owned subsidiary. The relevant Companies and/or assets were disposed of to
Master Plastics by Astrapak through a series of “asset-for-share-transactions” which resulted in the
establishment of the Master Plastics Group.

Prior to the Restructure being implemented a number of transactions were concluded by Astrapak after
reporting its interim results as at 31 August 2016. These transactions impact the group of assets to be
Unbundled and Listed and are summarised below:

-    On 30 November 2016, the Astrapak Group, via Astrapak Investments, acquired the remaining 26%
     minority interest held in Coralline Investments. The Master Plastics Group, having acquired the
     Astrapak Investments shareholding in Coralline Investments through the Restructure, therefore now
     owns 100% of the equity interest and loans in the business; and
-    On 8 July 2016, Astrapak announced the disposal of the properties owned by Micawber 451 and
     Micawber 430 to unrelated third parties in the Truzen Trust 124 and the Truzen Trust 123 for an
     aggregate cash purchase consideration of R49.600 million. The properties are being leased back to
     the Master Plastics operations by the new owners on the same terms and conditions under which they
     were previously occupied.

The properties transferred during January 2017 and the cash proceeds have now been received. Depending
on Master Plastics’ funding requirements at the time of the Unbundling and Listing and subject to any
regulatory requirements that may apply, it is envisaged that the majority, if not all of these proceeds, may be
distributed to the holding company, Astrapak Limited, prior to the Unbundling and therefore retained by
Astrapak to the benefit of Astrapak Shareholders and to be paid to them as part of the scheme consideration
related to the Ordinary Share Scheme as per the Astrapak Transaction Circular.

2. THE UNBUNDLING AND LISTING

2.1 Overview of the Unbundling

As set out in Astrapak’s condensed unaudited interim results for the six months ended 31 August 2016,
Astrapak’s three remaining Flexibles Operations namely, Peninsula Packaging, Barrier Film Converters
and Plusnet Geotex, which were classified as assets-held-for-sale, are performing well and in line with
budget in the aggregate.

The last 24 months of the implementation of Astrapak’s restructuring initiatives have seen significant
re-investment into, restructuring and repositioning of these Flexibles Operations, thereby creating
competitive operations which have the ability to be market leaders. These operations, which are
focused on niche best-in-class technologies, have a wide geographic footprint and are led by
experienced management teams who are experts in their field.

The Unbundling will provide Astrapak Ordinary Shareholders with the opportunity to participate directly
in the Company’s Flexibles Operations.

2.2 Details of the Unbundling

Astrapak will distribute all of the Master Plastics Distribution Shares to its Ordinary Shareholders by way
of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax
Act.

Astrapak Ordinary Shareholders will receive one Master Plastics share for every one Astrapak Ordinary
Share held on the Unbundling Record Date (subject to the rounding convention applied by the JSE).

2.3 Approvals

In terms of the Listings Requirements, where assets are unbundled and listed, shareholder approval is
not required. Accordingly, Astrapak Shareholders will not be required to vote on the Unbundling and
Listing. Furthermore, as the Unbundling does not constitute a section 112 disposal in terms of the
Companies Act, Astrapak Shareholders will not be required to vote on the Unbundling. Astrapak
Shareholders are advised however that the implementation of the Unbundling and Listing remains
subject to the suspensive condition that all resolutions proposed at the General Meeting of Astrapak
Shareholders, the Ordinary Share Scheme Meeting and the Preference Share Scheme Meeting have
been duly passed and this Pre-listing Statement has been prepared on the assumption that same
occurs.

3. RATIONALE FOR LISTING

The listing of Master Plastics on the AltX is seen as a stepping stone to a Main Board JSE listing. The
Company intends to initially list on the AltX and then migrate over to the Main Board as soon as is practically
possible.

Listing brings with it certain other benefits to Master Plastics which will include increased market exposure and
brand awareness, access to a broader and different shareholder base, access to funding and improved overall
brand equity.

The flexible packaging industry consists of many converters and many niche and commodity type markets.
There is a niche to be carved and a role to be played by an industry consolidator. Accordingly acquisitions,
strategic partnerships and joint ventures will be a key component of the strategic objectives of Master Plastics
and access to funding, other than bank funding, will become a key component in executing on this strategy.
Responsible investment will however remain a core objective.

The regulatory requirements to be adhered to when listed, whether represented by the Listings Requirements,
the King Code or other similar regulatory bodies or frameworks are extensive, but being a listed entity does add
value with the customer and supplier base of Master Plastics as they view the company as a responsible
corporate and compliant citizen and the type of company that they wish their brands to be associated with and
transact with. The same applies to potential employees who associate the same characteristics with a listed
entity and shows a preference to be employed by successful businesses, something a listed company portrays.

Master Plastics is a sustainable business, managed by experienced managers, with significant growth
prospects, be it organic or through acquisitions, and due to its history as a component of a listed entity to date
represents a responsible and compliant corporate citizen held in high regard by its employees, suppliers and
customers. The listing of the Master Plastics Group will present investors on the JSE with an opportunity to
gain direct exposure to the flexible packaging industry and a sustainable flexible group.

4.    DIRECTORS

The full names, ages, designations, qualifications and addresses of the Directors are as follows:

Name                    Designation/Role             Qualifications      Address
Phumzile Langeni        Independent Non-             BCom                2nd Floor Mutual Village,
(42)                    executive Chairperson        (Accounting)        Rivonia Boulevard,
                                                     (Hons) (Business    Sandton, 2196
                                                      Management)

Manley Diedloff         Chief Executive Officer      BCom                2nd Floor Mutual Village,
(46)                                                 (Accounting)        Rivonia Boulevard,
                                                                         Sandton, 2196

Salome Ratlhagane Chief Financial Officer            BCom                2nd Floor Mutual Village,
(31)                                                 (Accounting)        Rivonia Boulevard,
                                                     (Hons), CA(SA)      Sandton, 2196

Paul Botha (53)         Non-executive Director       BA LLB, Dip         2nd Floor Mutual Village,
                                                     Company Law,        Rivonia Boulevard,
                                                     Dip Tax             Sandton, 2196

Thabo Mokgatlha         Independent Non-             Hons BCompt         2nd Floor Mutual Village,
(41)                    executive Director           (CTA), CA(SA)       Rivonia Boulevard,
                                                                         Sandton, 2196

Günter Steffens         Independent Non-             OBE                 2nd Floor Mutual Village,
(78)                    executive Director                               Rivonia Boulevard,
                                                                         Sandton, 2196

Craig McDougall         Independent Non-             BA, HDPM            2nd Floor Mutual Village,
(64)                    executive Director                               Rivonia Boulevard,
                                                                         Sandton, 2196

5.    LISTING ON THE JSE

The JSE has granted Master Plastics a Listing in respect of 400 000 000 Shares on AltX under the
abbreviated name “MasPlast”, share code “MAP” and ISIN ZAE000242921, with effect from the
commencement of business on Wednesday, 24 May 2017.

6.   SALIENT DATES AND TIMES

                                                                                                2017

Abridged Pre-listing Statement published on SENS on                                     Friday, 5 May

Publication of declaration information on                                               Friday, 5 May

Pre-listing Statement posted to shareholders on                                         Friday, 5 May

Publication of finalisation information on SENS on                                     Friday, 12 May

Last day to trade for Astrapak Shareholders to be entitled to
participate in the Unbundling                                                         Tuesday, 23 May

Listing of Master Plastics shares on the JSE under the JSE Code
MAP and ISIN ZAE000242921 expected from commencement of
trade at 09:00 on                                                                   Wednesday, 24 May

Astrapak Ordinary shares commence trading “ex” their entitlement
to Master Plastics shares on                                                        Wednesday, 24 May

Unbundling Record Date                                                                 Friday, 26 May

Accounts at CSDPs/Brokers updated on                                                   Monday, 29 May

General Meeting of Master Plastics Shareholders on                                  Wednesday, 7 June


7.   COPIES OF PRE-LISTING STATEMENT

The Pre-listing Statement is available in English only, and copies may be viewed on the Astrapak
website: www.astrapak.com or during normal business hours from Friday, 5 May 2017, at the
addresses set out below:
-   Master Plastics, 2nd Floor Mutual Village, Rivonia Boulevard, Sandton, 2196;
-   Merchantec Capital, 2nd Floor North Block, Hyde Park Office Tower, corner 6th Road and
    Jan Smuts Ave, Hyde Park, Johannesburg, 2196.


Johannesburg
5 May 2017

Corporate Adviser and Designated Adviser
Merchantec Capital

Auditors and Independent Reporting Accountants
Deloitte & Touche

DISCLAIMER

This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
Companies Act, 2008 (Act 71 of 2008), as amended (the “Companies Act”) and will not be distributed
to any person in South Africa in any manner which could be construed as an offer to the public in
terms of the Companies Act. This Abridged Pre-listing Statement does not constitute a prospectus
registered and/or issued in terms of the Companies Act.

This Abridged Pre-listing Statement includes statements about Master Plastics that are, or may be
deemed to be forward-looking statements. All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements. These forward-looking statements are not
based on historical facts, but rather reflect current expectations concerning future results and events
and generally may be identified by the use of forward-looking words such as “targets”, “believe”, “aim”,
“expect”, “project”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “will”,
“estimated”, “potential” or similar words and phrases.

Examples of forward-looking statements include statements regarding a future financial position or
future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, or
future capital expenditure levels, and other economic factors, such as, amongst other things, interest
and exchange rates and public sector spend and resource allocation.

By their nature, forward-looking statements involve known and unknown uncertainties, assumptions
and other important factors, because they relate to events and depend on circumstances that may or
may not occur in the future, whether or not outside of the control of Master Plastics. Such factors may
cause Master Plastics’ actual results, financial and operating conditions, liquidity and the
developments within the industry in which Master Plastics intends to operate to differ materially from
those made in, or suggested by, the forward-looking statements contained in this Abridged Pre-listing
Statement. Master Plastics cautions that forward-looking statements are not guarantees of future
performance.

All these forward-looking statements are based on estimates and assumptions made by Master
Plastics, all of which estimates and assumptions, although Master Plastics believes them to be
reasonable, are inherently uncertain. Accordingly, no assurance can be given that any such forward-
looking statements will prove to have been correct. Any forward-looking statement made in this
Abridged Pre-listing Statement or elsewhere is applicable only at the date on which such forward-
looking statement is made. New factors that could cause the business of Master Plastics not to
develop as expected may emerge from time to time and it is not possible to predict all of them.
Further, the extent to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statement is not known. Master Plastics has no
duty to, and does not intend to, update or revise the forward-looking statements contained in this
Abridged Pre-listing Statement after the date of this Abridged Pre-listing Statement, except as may be
required by law or regulation.

Date: 05/05/2017 04:11:00 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.

Share This Story