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Listing of Kaap Agri on the Main Board of the JSE Limited and abridged Pre-listing Statement
KAAP AGRI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/113185/06)
Share code: KAL, ISIN: ZAE000244711
(“Kaap Agri” or “the Company”)
LISTING OF KAAP AGRI ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”) AND ABRIDGED PRE-
LISTING STATEMENT
1. INTRODUCTION
1.1. Kaap Agri, a group specialising in retail and trade in agricultural, fuel and related markets in Southern
Africa, has now been granted a listing on the JSE main board from Monday, 26 June 2017 onwards
(“Listing”). With its strategic footprint, infrastructure, facilities and client network, Kaap Agri follows a
differentiated market approach and also offers financial, grain handling and agency services to
customers, in support of its core retail business.
1.2. Kaap Agri will today, 7 June 2017 distribute a pre-listing statement to its shareholders regarding the
Listing and containing detailed information regarding the Company (“Pre-listing Statement”). The
Pre-Listing Statement will also be available on the Company’s website at www.kaapagri.co.za.
1.3. Terms appearing in title case in this announcement and that are not otherwise defined herein, shall
bear the meanings ascribed to them in the Pre-listing Statement.
1.4. This will be a new listing by way of introduction of the Company’s entire issued share capital. Kaap
Agri does not intend to raise capital leading up to the Listing.
2. SALIENT DATES AND TIMES
The salient dates relating to the Listing are set out below:
2017
Record date for Shareholders to receive the Pre-listing Statement Friday, 2 June
Pre-listing Statement distributed to Shareholders Wednesday, 7 June
Abridged Pre-listing Statement published on SENS on Wednesday, 7 June
Abridged Pre-listing Statement published in the press on Thursday, 8 June
Listing of Shares on the JSE expected at commencement of trade Monday, 26 June
on
Accounts at CSDPs/Brokers updated in respect of Dematerialised Monday, 26 June
Shareholders on
Bulk Dematerialisation to occur on Monday, 26 June
Share certificates posted (if requested)to Certificated Monday, 26 June
Shareholders by registered post on or about
Note: The above dates are subject to change. Any such change will be announced on SENS.
3. ABRIDGED PRE-LISTING STATEMENT OF KAAP AGRI
The Abridged Pre-Listing Statement appearing below, is not an invitation to the public to subscribe for
Shares in Kaap Agri, but is issued in compliance with the JSE Listings Requirements for the purpose of
providing information to the public and investors in respect of Kaap Agri.
3.1. OVERVIEW OF THE KAAP AGRI GROUP
While the Kaap Agri group has its origin in 1912, the Company was registered on 8 September 2011.
The group trades under different brands with the core businesses currently being those of Agrimark,
Pakmark and The Fuel Company, from which approximately 80% of the group’s income is generated.
3.1.1. Agrimark
Agrimark branches represent the core business of the group. There are over 70 outlets
countrywide. Agrimarks are essentially general retail offerings including retail shop areas, bulk
stores areas and yards for bulk items. There are also fuel filling stations at most Agrimarks. The
retail product offerings in these branches are targeted at farmers, professionals, building
contractors, DIY enthusiasts and the public generally, with a garden centre theme where
applicable. There are various formats of the outlets tailored for urban, semi-urban and rural
demographics.
3.1.2. Pakmark
Pakmark branches service the fruit and vegetable farming sector with packaging materials. There
are 14 stand-alone centres with an additional 8 facilities managed in conjunction with Agrimark’s
stores. These branches support the group’s drive into the water intensive areas of the country,
where fruit and vegetable production is the core farming operation. Pakmarks are essentially
redistribution centres for products like cartons, carton inner packaging, plastic bags, labels, pallet
strapping, pallets and anything else a farmer would require to market his products in South Africa
or in the export markets of the world.
3.1.3. The Fuel Company including Expressmark and Fego Caffé
The Fuel Company brand represents Kaap Agri’s retail fuel interests and falls within two
subsidiaries of the group created to house the retail fuel expansions and growth drive.
Expressmarks represent the Kaap Agri’s convenience offering at those service stations which are
not oil company owned but owned and operated by Kaap Agri (i.e. Kaap Agri can choose the brand
of fuel). Expressmark is a home grown convenience store brand which offers The Fuel Company
an alternative to other convenience offerings like Caltex Fresh Stop, Engen One Plus or TOTAL
La Boutique. The Fego Caffé “To Go” brand is an exclusive coffee shop brand which is operated
under licence from Famous Brands. There are 25 retail fuel and convenience service stations in
The Fuel Company. The Fuel Company is not limited to only utilising Expressmark and / or Fego
Caffé brands and is further not limited to a single oil company brand. The group has a further 14
service stations.
3.1.4. Liquormark
The Liquormarks are small standalone liquor retail offerings additional to the Agrimark offerings
and are located mainly in semi-urban and rural areas. There are currently 9 stores in the group.
3.1.5. Agrilog
The Agrilog brand represents the group’s distribution centres and logistics function, which service
the whole group and are internally focussed on optimising these elements of the group supply
chain.
3.1.6. Wesgraan
Wesgraan represents Kaap Agri’s silo storage, grain handling and grain trading services. It
currently has a 350 000 ton silo capacity. These services are focused in the Swartland area of the
Western Cape. Wesgraan also offers seed processing and related services to the farmers in the
Western Cape area.
3.1.7. Agriplas
Agriplas is the group’s irrigation subsidiary, which manufactures dripline (under licence) and
sprinkler (own patents) irrigation products and offers agency services for imported irrigation
products in water intensive agricultural areas of Southern Africa.
3.1.8. New Holland Agency
The group hosts the New Holland agency and is one of the largest agents for New Holland in
Southern Africa. This service entails marketing of mechanical equipment into the farming and
related sectors, parts branch network and workshops.
3.2. RATIONALE FOR LISTING
The Company’s rationale for the Listing is:
3.2.1. to provide access to capital in order to grow its business both organically and by way of future
acquisitions;
3.2.2. to provide shareholders with a liquid, tradable asset within a regulated environment and at a
market-determined share price;
3.2.3. to increase the public profile of the Company, thereby assisting in unlocking new business
opportunities; and
3.2.4. to enable the retention and attraction of exceptional talent and to align the interests of management
more closely with those of shareholders via an appropriate share incentive scheme.
3.3. PROSPECTS
The directors believe that the group is well-positioned for growth into the future with the business
development division focusing on new projects across all channels, as well as acquisitions, mergers
and strategic alliances. Efforts will continue on improving the offering at existing branches and
increasing direct business contributions. Focus has also been placed on expanding the fuel and
convenience offering, where new sites are constantly being investigated.
3.4. DIVIDEND POLICY
The Company has steadily increased its dividend payment and aims to maintain a similar dividend
cover. The Company will continue paying interim and final dividends as profitability allows.
3.5. LISTING ON THE JSE
3.5.1. The JSE has granted Kaap Agri a listing by way of introduction of all its issued ordinary shares on
the JSE main board under the abbreviated name “Kaap Agri”, share code “KAL” and ISIN
ZAE000244711 in the “Specialty Retailer” sector with effect from the commencement of trade on
Monday, 26 June 2017.
3.5.2. The Shares in Kaap Agri can only be traded on the JSE in dematerialised (electronic) form after
the Listing. As previously communicated to Shareholders and as detailed in the Pre-listing
Statement, Shareholders have a number of options available to them regarding their Shares:
3.5.2.1. Shareholders wishing to trade their Shares after Listing, will have to open a share trading
account with a broker/CSDP, if they do not already have one;
3.5.2.2. Shareholders wishing to keep their Shares in certificated form, can elect to receive a new share
certificate on Listing;
3.5.2.3. Shareholders who do not make an election in terms of paragraphs 3.5.2.1 or 3.5.2.2 above, will
have their Shares dematerialised in terms of a bulk dematerialisation. This will result in all
certificated Shares held by such Shareholders being converted into dematerialised form and
being transferred in a nominee account controlled by Kaap Agri’s transfer secretaries,
Computershare, on Listing. Computershare will hold such dematerialised Shares for and on
behalf of each such Shareholder, who will remain the beneficial owner of such Shares. These
Shareholders will receive a statement from Computershare post the Listing, which will confirm
the number of Shares so held. Shareholders will have the option to move their Shares to their
own brokerage/CSDP account at any stage after the Listing.
3.5.3. The Pre-listing Statement includes a form of instruction, which should be completed by
Shareholders wishing to make an election in terms of paragraphs 3.5.2.1 or 3.5.2.2 above and
which should be returned to Kaap Agri in accordance with the instructions contained therein, by no
later than Thursday, 15 June 2017.
3.6. SHARE CAPITAL
The authorised and issued share capital of the Company, as at the Listing Date, will be as set out
below:
Number of Shares R
Authorised share capital
Ordinary Shares of no par value 1 000 000 000 -
Issued share capital
Stated capital – ordinary Shares of no par value 74 170 277 456 653 043
Shares held in treasury - -
3.7. KAAP AGRI DIRECTORS
The full names, ages, business addresses and capacities of the directors of Kaap Agri are provided
below:
Full name Age Capacity Business Address
George Murray Steyn 58 Independent non-executive 1st Floor, Devonshire House, Corner of
chairman Church and Ryneveld Street, Stellenbosch
Sean Walsh 51 Managing director 65 Voortrekker Road, Malmesbury, 7299
Graeme Wayne Sim 47 Financial director 65 Voortrekker Road, Malmesbury, 7299
Bernhardt Seyfferdt du 60 Independent non-executive director Langrivier boerdery, Langrivier,Koue
Toit Bokkeveld
Johannes Hendrik le 42 Non-executive director 2nd Floor, Ou Kollege,35 Kerk Street
Roux Stellenbosch, 7600
Chris Adriaan Otto 67 Independent non-executive director 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch, 7600
Helgard Muller Smit 54 Independent non-executive director Kruisrivier, Eendekuil, 7335
Jakobus Hendrik van 60 Independent non-executive director Vorentoe, Saron, 6812
Niekerk
Danell du Toit 40 Independent non-executive director Boerneef Street, Schoonvlei Industria,Ceres
Dr Ernest Allen Messina 59 Independent non-executive director 1st Floor, Lynwood Galleries, Rosemary
Way 354, Lynwood, Pretoria, 0081
3.8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement are available in English and may be obtained and are available for
inspection during normal office hours from 7 June 2017 until 26 June 2017 at the registered office of
Kaap Agri at 65 Voortrekker Road, Malmesbury, 7300 and at the offices of Kaap Agri’s sponsor, PSG
Capital Proprietary Limited, at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 2nd
Floor, 11 Alice Lane, Sandhurst, Sandton, 2196. The Pre-listing Statement will also be available on
the Company’s website at www.kaapagri.co.za from 7 June 2017.
Malmesbury
7 June 2017
PSG Capital Pty Ltd
Transaction Advisor and Sponsor
PricewaterhouseCoopers Inc
Auditor and Independent Reporting Accountant
Cliffe Dekker Hofmeyr Inc
Attorneys
Date: 07/06/2017 04:30:00 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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