CLICKS GROUP LIMITED - Launch of an Accelerated Bookbuild

Release Date: 15/02/2018 17:10
Code(s): CLS
 
Wrap Text
Launch of an Accelerated Bookbuild

 Clicks Group Limited
 (Incorporated in the Republic of South Africa)
 Registration number: 1996/000645/06
 JSE share code: CLS
 ISIN: ZAE000134854
 CUSIP: 18682W205
 (“Clicks Group” or “the Group”)

 LAUNCH OF AN ACCELERATED BOOKBUILD RELATING TO THE UNWIND OF 50% OF THE
 CLICKS GROUP BROAD-BASED BLACK ECONOMIC EMPOWERMENT EMPLOYEE SHARE
 SCHEME

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT IS UNLAWFUL TO DO SO.

In January 2011, Clicks Group shareholders approved a broad-based black economic empowerment
transaction, in terms of which the Clicks Group Employee Share Ownership Trust (“ESOP Trust”)
acquired 29.2 million unlisted Clicks Group “A” ordinary shares (the “A Shares”), amounting to 10% of
Clicks Group’s issued shares at that time, for the benefit of Clicks Group’s employees and the New Clicks
Foundation Trust (“Beneficiaries”) (the “Scheme”).

As part of the unwind of the first 50% of the Scheme, Clicks Group listed 7 979 384 ordinary shares
(“Clicks Group Shares”) on the JSE Limited on 5 February 2018 and these Clicks Group Shares have
been placed under the control of the ESOP Trust. Of these, the ESOP Trust will offer 7 642 904 Clicks
Group Shares (“Bookbuild Shares”) for sale to qualifying investors on behalf of the Beneficiaries who
elected to sell their Clicks Group Shares by way of an accelerated bookbuild (“Bookbuild”).

The Bookbuild Shares will be offered to invited qualifying investors only (as set out in greater detail in the
disclaimer below), subject to the terms and conditions provided to the invited qualifying investors, and will
not be offered to the public in any jurisdiction.

The book for the Bookbuild is open with immediate effect and may close at any time thereafter. Pricing
and allocations will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild
and the price at which the Bookbuild Shares will be placed (“Bookbuild Price”) are at the discretion of
the ESOP Trust and Investec Bank Limited, who will act as the bookrunner (the “Bookrunner”) pursuant
to a placement agreement entered into between the Bookrunner, the ESOP Trust and the Clicks Group.
Details of the number of Bookbuild Shares placed and the Bookbuild Price will be announced as soon as
is reasonably practicable following the closing of the Bookbuild.

The Bookbuild is subject to pricing that is acceptable to the ESOP Trust and the ESOP Trust reserves the
right to amend the quantum of the Bookbuild.

Cape Town
15 February 2018

Financial advisor and sponsor to Clicks Group
Investec Bank Limited

Bookrunner to the ESOP Trust
Investec Bank Limited

International legal counsel to the Bookrunner
Freshfields Bruckhaus Deringer LLP

South African legal counsel to the Bookrunner
Bowman Gilfillan Inc

DISCLAIMER

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR ANY
OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States
including its territories and possessions, any State of the United States and the District of Columbia,
Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom
or in which such offer or solicitation is unlawful. The Bookbuild may not be offered to the public in any
jurisdiction in circumstances which would require the preparation or registration of any offering document
relating to the Bookbuild in such jurisdiction. The securities referred to herein (the “Shares”) may not be
offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), unless offered and sold in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The Bookbuild is being offered and sold in the United
States only to a limited number of “qualified institutional buyers” (“QIBs”) in reliance on Rule 144A under
the Securities Act or another exemption from, or transaction not subject to, the registration requirements
of the Securities Act, and are being sold outside the United States in offshore transactions in accordance
with Regulation S under the Securities Act. The Bookbuild may not be offered to the public in the United
States. The offer and sale of the Shares has not been, and will not be, registered under the Securities Act
or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the
Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account
or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer
of Shares in the United States, Canada, Australia and Japan.

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for Shares in South Africa, including 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 South
African Companies Act, 2008 (“the South African Companies Act”) and will not be distributed to any person
in South Africa in any manner that could be construed as an offer to the public in terms of the South
African Companies Act. This announcement does not, nor is it intended to constitute a “registered
prospectus” as contemplated in the South African Companies Act.

In South Africa, the Bookbuild will not be an offer to the public as defined in the South African Companies
Act and only (i) persons falling within the exemptions set out in section 96(1)(a) of the South African
Companies Act or (ii) persons who propose to purchase, as principal, for shares at a total contemplated
acquisition cost equal to or greater than R1 000, 000, as envisaged in section 96(1)(b), of the South
African Companies Act, and in each case to whom any offer to participate in the Bookbuild is specifically
addressed (all such persons in (i) and (ii) being referred to as “Relevant Persons”), will be entitled to apply
for Shares in the Bookbuild. Any investment activity to which this announcement relates will only be
available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person
should not act on this announcement or any of its contents. This announcement does not, nor does it
intend to, constitute any offering document relating to the Bookbuild. Information made available in this
announcement should not be considered as “advice” as defined in the South African Financial Advisory
and Intermediary Services Act, 2002, and nothing in the document should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in South Africa.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this
announcement and any offer if made subsequently is directed only at persons who are “qualified investors”
within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive”
means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”) or (ii) who fall within Article 49(2)(A) to(D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged
in with such persons and it should not be relied on by anyone other than such persons.

Investec Bank Limited is acting exclusively for the ESOP Trust and no-one else in connection with the
Bookbuild. Investec Bank Limited will not regard any other person as their respective clients in relation to
the Bookbuild and will not be responsible to anyone other than the ESOP Trust for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Bookbuild, the
contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Investec Bank Limited nor any of its respective directors, officers, employees, advisers or agents
makes any representation or warranty, express or implied, as to the accuracy, completeness or verification
of the information set forth in this announcement, and nothing contained in this announcement is, or shall
be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither
Investec Bank Limited nor any of its respective directors, officers, employees, advisers or agents accepts
any responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest
extent permitted by applicable law, any and all liability which they might otherwise be found to have in
respect of this announcement or any such statement.

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