CONSOL HOLDINGS LIMITED - Abridged Pre-listing Statement

Release Date: 16/04/2018 07:30
Code(s): CNH
 
Wrap Text
Abridged Pre-listing Statement

Consol Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/034965/06)
JSE share code: CNH
ISIN: ZAE000223053
(“Consol”, “the Company” or “the Group”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR
REQUIRE CONSOL TO TAKE ANY FURTHER ACTION

ABRIDGED PRE-LISTING STATEMENT

This abridged pre-listing statement ("Abridged Pre-listing Statement") relates to the listing of Consol’s Ordinary Shares
in the “Industrial—Containers and Packaging” sector of the Main Board of the exchange operated by the JSE Limited
(“JSE”), with effect from the commencement of trading on Friday, 4 May 2018 (“the Listing Date”).

The information in this Abridged Pre-listing Statement has been extracted, in summarised form, from the full Pre-listing
Statement issued by Consol on Monday, 16 April 2018. This Abridged Pre-listing Statement is not complete and does
not contain all of the information that investors should consider before subscribing for Offer Shares. Prospective
investors should read the Pre-listing Statement in its entirety, including the “Risk factors” section in the Pre-
listing Statement, which describes certain risk factors that should be considered before making an investment
decision.

This Abridged Pre-listing Statement is not and shall not constitute an offer, or an invitation or solicitation, to the public, to
acquire the Offer Shares in any jurisdiction, and is issued in compliance with the Listings Requirements of the JSE for the
purpose of providing information to selected persons in South Africa and other jurisdictions with regard to Consol.

Capitalised words and expressions used in this Abridged Pre-listing Statement shall, unless expressly defined herein or
indicated otherwise by the context, bear the meanings given to them in the Pre-listing Statement.

1.   Offer particulars
     The Pre-listing Statement relates to a private placement by way of an offer for subscription by Consol, subject to
     certain conditions, to selected persons in South Africa who fall within one of the specified categories listed in section
     96(1)(a) of the South African Companies Act and to selected persons in other jurisdictions, to whom the Offer will
     specifically be addressed, and by whom the Offer will be capable of acceptance, of 760,869,565 Ordinary Shares
     in Consol (assuming an Offer Price at the mid-point of the Offer Price Range and that all the Offer Shares are taken
     up), comprising an aggregate of 34.2% of the total issued Ordinary Shares of Consol on the Listing Date to raise
     gross Offer proceeds of up to R3.04 billion. The gross Offer proceeds, including the exercise of the Over-allotment
     Option amount to R3.5 billion, comprising an aggregate of 39.4% of the total issued Ordinary Shares of Consol on
     the Listing Date (assuming an Offer Price at the mid-point of the Offer Price Range).

     The Over-allotment Shareholders have granted Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”)
     as the Stabilisation Manager, on behalf of each of the Joint Global Coordinators, an Over-allotment Option pursuant
     to which the Stabilisation Manager, on behalf of each of the Joint Global Coordinators, may require the Over-
     allotment Shareholders to sell at the Offer Price up to 114,130,435 Ordinary Shares of no par value held by them,
     comprising up to 15% of the total number of Offer Shares to be sold in the Offer for the purpose of covering short
     positions resulting from over-allotments during the period ending 30 days after the Listing Date.

     At the date of the Pre-listing Statement issued by Consol on Monday, 16 April 2018, it is estimated that the Offer
     Price at which the Offer Shares will be offered for subscription will be between R1.50 and R6.50 per Offer Share
     corresponding to a market capitalisation on the Listing Date of between R8,033 million and R9,752 million.
     However, the Offer Price Range is indicative only and may change during the course of the Offer.

     On the Listing Date, the Ordinary Shares will comprise 20,000,000,000 authorised and 2,223,120,097 issued
     Ordinary Shares (assuming an Offer Price at the mid-point of the Offer Price Range and that all the Offer Shares
     are taken up). The net proceeds from the issue of the Offer Shares receivable by Consol (assuming an Offer Price
     at the mid-point of the Offer Price Range and that all the Offer Shares are taken up) are estimated to be R2,914
     million.

     On the Listing Date, the Ordinary Shareholders are expected to hold Shareholder Loans in an aggregate amount
     of R4,742 million, of which R3,131 million is expected to be interest bearing. On the Listing Date, a portion of the
     Shareholder Loans will be repaid utilising part of the net proceeds of the Listing and the remaining portion of the
     Shareholder Loans will be converted into Ordinary Shares at the Offer Price. Accordingly, there will be no other
     class of shares in issue on the Listing Date other than the Ordinary Shares and the B Ordinary Shares to be issued
     pursuant to the B Ordinary Share Subscription Agreement, and there will be no outstanding Shareholder Loans.
     For further information, see the section “Incorporation and Share Capital—Capital Structure Reorganisation” in the
     Pre-listing Statement.
     Subject to certain conditions (including a minimum subscription amount of R2.5 billion being raised pursuant to the
     Offer and the JSE’s minimum subscribed capital and minimum free float requirements, as set out in the Listings
     Requirements, being attained), a listing of all of the Ordinary Shares has been granted by the JSE (the “Listing”)
     in the “Industrial—Containers and Packaging” sector of the Main Board of the exchange operated by the JSE under
     the abbreviated name “Consol”, JSE share code “CNH” and ISIN ZAE000223053.

2.   Overview of Consol
     Consol is the leading glass packaging manufacturer in sub-Saharan Africa by manufacturing capacity, providing
     glass packaging products to customers in a variety of industries including beer, wine, flavoured alcoholic
     beverages, spirits, food and non-alcoholic beverages. Consol has operations in South Africa, Kenya and Nigeria,
     and exports to 17 African jurisdictions in aggregate from its facilities in South Africa and Kenya. In addition, Consol
     is constructing a new greenfield facility in Debre Birhan, Ethiopia. According to Senior Management estimates, the
     Group has ranked first in the South African glass packaging market on the basis of glass packaging production
     volumes for more than 10 years, while its operations in Kenya and Nigeria have ranked first and second,
     respectively, for 2016 and 2017 on a similar basis.

     Consol traces its history to Consolidated Glass Works Limited which was incorporated on 29 May 1946 following
     the acquisition of Pretoria Glass Works in 1944. After delisting from the JSE in 1998, Consol restructured its
     operations and disposed of its paper business. During the next decade, the Group strengthened its glass business
     through sustained capital investment in its principal manufacturing facilities. Mike Arnold joined Consol as Chief
     Executive Officer in 2002 and Karuna Nayager joined Consol as Chief Financial Officer in 2004. In 2005, Consol
     relisted on the JSE. The current entity was registered and incorporated in South Africa on 29 September 2005 and
     converted into a public company on 13 April 2018. In 2007, Consol was acquired by a private equity consortium
     led by Brait and delisted from the JSE. In 2011, Consol began production at its greenfield manufacturing facility in
     Nigel, Gauteng Province, South Africa.

     The Group manufactures and markets an extensive range of standard and premium glass packaging products in a
     variety of shapes, sizes, colours and weights to international, national, regional and local customers. Its customers
     include leading beverage and food companies operating in Africa, such as AB InBev, Diageo, Distell, EABL,
     Heineken, NBL and Tiger Brands.

     Consol’s relationship with each of its major South African customers extends more than 10 years. Senior
     Management believes that Consol’s technical expertise, reliability and ability to produce complex and high-quality
     glass packaging supports strong and long-lasting relationships with its customers.

     The Group is headquartered in South Africa, where it has four glass manufacturing facilities. Consol benefits from
     having its facilities located in close proximity to its major customers and supplies of raw materials. The Group
     operates two glass manufacturing facilities outside of South Africa, one in each of Kenya and Nigeria. Consol
     continually invests in its manufacturing facilities and believes that they are well-invested and comparable with those
     of international glass packaging manufacturers. The Group is constructing a new facility in Ethiopia that is expected
     to have an initial production rate of approximately 40,000 tonnes of Good Glass output per year (increasing to
     approximately 60,000 tonnes of Good Glass output per year once the facility increases production to its installed
     capacity over a three-year period, based on market demand) and is expected to commence operations during the
     fourth quarter of 2018 to supply the Ethiopian and regional markets.

     Senior Management believes that Consol is the largest glass packaging manufacturer in sub-Saharan Africa by
     production capacity, enabling it to benefit from economies of scale. As at 31 December 2017, the Group’s total
     manufacturing capacity across sub-Saharan Africa included six manufacturing facilities in three countries and 13
     furnaces capable of producing approximately 932,000 tonnes of Good Glass output per year. As the market leader
     in South Africa, its largest market, Consol is well-positioned to take advantage of attractive dynamics in the glass
     packaging industry.

3.   Consol’s operational structure
     Consol divides its business into two geographic segments: South Africa and Rest of Africa. Consol’s operations in
     South Africa consist of Consol Glass, which comprises the Group’s glass manufacturing and distribution facilities,
     as well as two wholesale and three retail distribution centres, and Silica Quartz and Consol Industrial Minerals, the
     Group’s primary mining operations. Consol’s South African operations comprise the major part of the business of
     the Group and have served as a platform for the Group’s expansion into Ethiopia, Kenya and Nigeria during the
     last three and a half financial years. The Group’s Rest of Africa operations comprise Glassforce, its 51% owned
     subsidiary in Nigeria (which will become a 100% owned subsidiary when the Glassforce Minority Acquisition is
     implemented), CGK, its 100% owned subsidiary in Kenya and Juniper Glass, Consol’s 86% owned subsidiary in
     Ethiopia, which Senior Management expects will commence operations during the fourth quarter of 2018.

4.   Key strengths
     Consol believes that the following key strengths contribute to its success and distinguish it from its competitors:

     -    market leader in a highly attractive glass packaging industry;
     -    good consumer markets with long-term growth trends;
     -    Consol’s asset base, wide product offering and value proposition drive differentiation and competitive
          advantage;
     -    long-standing relationships with market-leading customers;
     -    track record of attractive growth and industry-leading margins;
     -    an experienced and established management team; and
     -    strong growth potential through expansion within existing markets and high-growth African markets.

5.   Strategy
     Consol’s ambition is to be the first choice for glass packaging supply in Africa. To achieve this, Consol has a
     three-pronged growth strategy to take advantage of what it considers to be promising African markets: (i)
     maintaining its market positions in South Africa, Kenya and Nigeria by strengthening its competitive position
     through brownfield and greenfield investments; (ii) executing on its recent greenfield investment in the growing
     Ethiopian market; and (iii) pursuing opportunities in under-penetrated glass packaging markets with significant
     growth potential in the Rest of Africa over the medium to long-term through greenfield investments and M&A. To
     deliver this strategy, the Group has developed four key strategic focus areas, which are as follows:

     -  continue to drive profitable growth in the South African market and benefit from operating leverage;
     -  continue to actively market Consol glass as the superior packaging choice;
     -  value chain optimisation; and
     -  gain further scale and enhance growth potential through value accretive investments in the Rest of Africa.

6.   Use of proceeds and reason for the Offer
     The net proceeds from the issue of the Offer Shares receivable by Consol (assuming an Offer Price at the mid-
     point of the Offer Price Range and that all the Offer Shares are taken up) are estimated to be R2,914 million.
     Consol intends to use the net proceeds from the issue of the Offer Shares as follows (based on estimates as at
     the Last Practicable Date and assuming an Offer Price at the mid-point of the Offer Price Range and that all the
     Offer Shares are taken up):
     -   R635 million to enable Business Venture 3001 to voluntarily redeem the Preference Shares;
     -   R1,789 million to enable Consol Glass to partially pay down the Consol Glass Facilities. The New Senior
         Debt Facilities will be utilised to repay the balance of the Consol Glass Facilities;
     -   R241 million to repay a portion of the Shareholder Loans in cash on the Listing Date, with any Shareholder
         Loans which are not repaid in cash being converted into Ordinary Shares on the Listing Date at the Offer
         Price; and
     -   the remainder to be retained in the business for general corporate purposes.
         The main purposes of the Offer, the Capital Structure Reorganisation and the Listing are to:
     -   raise equity capital to strengthen Consol’s balance sheet and assist Consol to pursue its growth strategy;
     -   simplify the capital structure of the Group by repaying the Consol Glass Facilities, voluntarily redeeming
         the Preference Shares, entering into the New Senior Debt Facilities, repaying a portion of the Shareholder
         Loans in cash and converting the balance of the Shareholder Loans into Ordinary Shares;
     -   enable long-term Ordinary Shareholders to realise a portion of their investment in Consol through the
         repayment of Shareholder Loans;
     -   provide Consol with greater access to capital markets;
     -   provide Ordinary Shareholders with a liquid public market on which to trade their Ordinary Shares; and
     -   enable Consol to use listed securities to pursue its growth strategy and acquisition opportunities, to the
         extent required.

7.   Salient financial information
                                                                Six months ended
                                                                  31 December                      Year ended

                                                                  2017        2016          2017         2016        2015
                                                                           Rm, except as otherwise indicated

     Revenue ..............................................      3,717       3,447         6,186        5,797       5,528
     Operating Profit(1) ..................................        668         590         1,020          989         868
     Operating Profit margin (%)(2)........................       18.0        17.1          16.5         17.1        15.7
     Adjusted EBITDA(3) ...................................        936         896         1,613        1,645       1,484
     Adjusted EBITDA margin (%)(4) ........................       25.2        26.0          26.1         28.4        26.8

      Notes:
      (1)      Operating Profit is profit/(loss) attributable to equity holders for the period/year before non-operating and capital items, taxation and net finance expense.
      (2)      Operating Profit margin is Operating Profit divided by revenue.
      (3)      Adjusted EBITDA is profit/(loss) attributable to equity holders for the year before non-operating and capital items, taxation, net finance expense, depreciation
               and amortisation. EBITDA is referred to as Adjusted EBITDA in this Abridged Pre-listing Statement due to the inclusion of non-operating and capital items in
               the definition. Adjusted EBITDA is a non-IFRS measure. For a reconciliation of Adjusted EBITDA to the nearest IFRS measure, please see “?Reconciliation
               and calculation of non-IFRS measures? Operating Profit and Adjusted EBITDA” in the Pre-listing Statement.
      (4)      Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

8.   Directors
     The details of the Directors are set out below:

      Name, age and nationality                                    Business address                                                Occupation/function
      Michael Arnold (59)                                          Osborn Road                                                     Chief Executive Officer
      British                                                      Wadeville,                                                      (Executive Director)
                                                                   Johannesburg, 1407
                                                                   South Africa
      Karunagaran Nayager (52)                                     Osborn Road                                                     Chief Financial Officer
      South African                                                Wadeville,                                                      (Executive Director)
                                                                   Johannesburg, 1407
                                                                   South Africa
      Paul John Curnow (42)                                        Osborn Road                                                     Chief Operating Officer
      South African                                                Wadeville,                                                      (Executive Director)
                                                                   Johannesburg, 1407
                                                                   South Africa
      Bruce Lindsay MacRobert (54)                                 5A Upper Hillwood Avenue,                                       Chairman
      South African                                                Bishopscourt,                                                   Independent
                                                                   Cape Town, 7708                                                 (Non-Executive Director)
                                                                   South Africa
      Quinton Morgan Dicks (53)                                    115A, Atholl Road, Atholl,                                      Lead Independent
      South African                                                Johannesburg, 2196                                              Non-Executive Director
                                                                   South Africa
      Itumeleng Kgaboesele (46)                                    The Place                                                       Non-Executive Director
      South African                                                1 Sandton Drive,
                                                                   Sandton,
                                                                   Johannesburg, 2146
                                                                   South Africa
      Jonathan Andrew Kirby (55)                                   19 Cape Chestnut                                                Independent Non-Executive
      South African                                                Road, Fourways                                                  Director
                                                                   Gardens, Fourways,
                                                                   Johannesburg, 2191
                                                                   South Africa
      Cynthia Nomsa Pongweni (40)                                  4 Eton Road, Parktown,                                          Independent Non-Executive
      Zimbabwean                                                   Johannesburg, 2193                                              Director
                                                                   South Africa
      Mohammed Sabi (37)                                           The Place                                                       Alternate Non-Executive
      South African                                                1 Sandton Drive,                                                Director to I. Kgaboesele
                                                                   Sandton,
                                                                   Johannesburg, 2146
                                                                   South Africa
9.     Salient dates and times

                                                                                                                    2018

        Publication of the Pre-listing Statement:                                                       Monday, 16 April
        Opening date of the Offer:                                                             09:00 on Monday, 16 April
        Expected last date and time for indications of interest for purposes of the
        bookbuilding:                                                                       17:00 on Wednesday, 25 April
        Expected Pricing Date:                                                                       Wednesday, 25 April
        Successful applicants advised of allocations:                                                 Thursday, 26 April
        Final Offer Price and number of Offer Shares released on SENS:                                Thursday, 26 April
        Final Offer Price and number of Offer Shares published in the press:                            Monday, 30 April
        Expected Settlement Date and Listing Date on the exchange operated by the
        JSE:                                                                                               Friday, 4 May
        Any change will be released on SENS and published in the South African press. All references to time in this
        Abridged Pre-listing Statement are to South African Standard Time (SAST or GMT+2).

10.    Copies of the Pre-listing Statement
       The Pre-listing Statement is only available in English and copies thereof may be obtained by persons invited to
       participate in the Offer during normal business hours from Monday, 16 April 2018 until Friday, 4 May 2018 from
       Consol and RMB at their respective physical addresses which appear below:

          Consol:                                                     RMB:
          Consol House                                                1 Merchant Place
          Osborn Road                                                 Cnr Rivonia Road and Fredman Drive
          Wadeville                                                   Sandton 2196
          Johannesburg                                                Johannesburg
          South Africa                                                South Africa


        The Pre-listing Statement will also be available on Consol’s website at www.consol.co.za from Monday, 16 April
        2018 until Friday, 4 May 2018.

        Johannesburg, South Africa

        16 April 2018

        Stabilisation Manager and Sponsor
        Rand Merchant Bank, a division of FirstRand Bank Limited

        Joint Global Coordinators
        BofA Merrill Lynch
        Goldman Sachs International
        Rand Merchant Bank, a division of FirstRand Bank Limited
        The Standard Bank of South Africa Limited

        Legal advisers
        Linklaters LLP, legal adviser to Consol as to English and US law
        Webber Wentzel, legal adviser to Consol as to South African law
        Allen & Overy LLP, legal adviser to the Joint Global Coordinators as to US, English and South African law

        Auditor and independent reporting accountant
        KPMG Inc.

DISCLAIMER
The contents of this Abridged Pre-listing Statement have been prepared by and are the sole responsibility of Consol.

The information contained in this Abridged Pre-listing Statement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information contained in this Abridged
Pre-listing Statement or its accuracy, fairness or completeness.
This Abridged Pre-listing Statement is not for publication, distribution or release, in whole or in part, 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), Canada, Japan, Australia or any other jurisdiction where it may be unlawful to distribute this Abridged Pre-
listing Statement. The distribution of this Abridged Pre-listing Statement may be subject to specific legal or regulatory
restrictions 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. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions.

This Abridged Pre-listing Statement 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, Canada, Japan, Australia or in any jurisdiction to whom or in which such
offer, solicitation or sale would be unlawful. The securities referred to herein (the “Shares”) may not be offered or sold in
the United States unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The
Shares have not been, and will not be, registered under the Securities Act or under the applicable securities laws of
Canada, Japan or Australia. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in
Canada, Japan or Australia or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or
Australia. There will be no public offer of securities in the United States, Canada, Japan and Australia.

This Abridged Pre-listing Statement 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, No. 71 of
2008 (as amended) or otherwise (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. These
materials do not constitute a prospectus registered and/or issued in terms of the South African Companies Act.

This Abridged Pre-listing Statement is not a prospectus and the Offer referred to herein will not be open to the public.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this Abridged Pre-listing
Statement 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 Abridged Pre-listing Statement 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.

Copies of this Abridged Pre-listing Statement are not being made and may not be distributed or sent into the United States,
Canada, Japan or Australia.

This Abridged Pre-listing Statement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the
terms “believes”, “estimates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect
the Company’s current view with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity,
prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. No representation
or warranty is made as to the achievement or reasonableness of any forward-looking statement and no reliance should
be placed on any forward-looking statement. No one undertakes to publicly update or revise any such forward-looking
statement.

Each of the Company, Merrill Lynch International (“BofA Merrill Lynch”), Goldman Sachs International (“Goldman
Sachs”), Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and The Standard Bank of South Africa
Limited (“Standard Bank”) and their respective affiliates expressly disclaims any obligation or undertaking to update,
review or revise any forward-looking statement contained in this Abridged Pre-listing Statement whether as a result of new
information, future developments or otherwise.

Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the Pre-
listing Statement issued by the Company in connection with the Offer. The information in this Abridged Pre-listing
Statement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this Abridged Pre-listing
Statement should ensure that they fully understand and accept the risks which are set out in the Pre-listing Statement. No
reliance may be placed for any purpose on the information contained in this Abridged Pre-listing Statement or its accuracy
or completeness. This Abridged Pre-listing Statement does not constitute or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any
part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The date of the Listing may be influenced by things such as market conditions. There is no guarantee that Listing will occur
and you should not base your financial decisions on the Company’s intentions in relation to Listing at this stage. Acquiring
investments to which this Abridged Pre-listing Statement relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making such investments should consult an authorised person specialising
in advising on such investments. This Abridged Pre-listing Statement does not constitute a recommendation concerning
the Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor
as to the suitability of the Offer for the person concerned.

None of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank or any of their respective affiliates or any of their
respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes
any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this
Abridged Pre-listing Statement (or whether any information has been omitted from the Abridged Pre-listing Statement) or
any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the
Abridged Pre-listing Statement or its contents or otherwise arising in connection therewith.

Each of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank is acting exclusively for Consol and no-one else in
connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will
not be responsible to anyone other than Consol for providing the protections afforded to their respective clients, nor for
providing advice in relation to the Offer, the contents of this Abridged Pre-listing Statement or any transaction, arrangement
or other matter referred to herein. Each of BofA Merrill Lynch and Goldman Sachs is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the
United Kingdom.

In connection with the Offer, each of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank and any of their
respective affiliates, may take up a portion of the Shares as a principal position and in that capacity, may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Consol or related
investments in connection with the Offer or otherwise. Accordingly, references in the Pre-listing Statement to the Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to,
or subscription, acquisition, placing or dealing by any of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank
and any of their respective affiliates acting in such capacity. In addition, BofA Merrill Lynch, Goldman Sachs, RMB and
Standard Bank may enter into financing arrangements and swaps in connection with which they or their affiliates may from
time to time acquire, hold or dispose of Shares. None of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank
nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

In connection with the Offer, RMB, as stabilisation manager, or any of its agents, may (but will be under no obligation to),
to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market
price of the Shares at a higher level than that which might otherwise prevail in the open market. RMB is not required to
enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock
exchange or otherwise and may be undertaken at any time during the period commencing on the date of the
commencement of conditional dealings of the Shares on the JSE main board and ending no later than 30 calendar days
thereafter. However, there will be no obligation on RMB or any of its agents to effect stabilising transactions and there is
no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be
discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares
above the offer price. Save as required by law or regulation, neither RMB nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, RMB as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a
maximum of 15% of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short
positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period,
RMB will enter into over-allotment arrangements pursuant to which RMB may purchase or procure purchasers for
additional Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the “Over Allotment
Shares”) at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by RMB,
at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the JSE
main board. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all
dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and
conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other
Shares.

Unless otherwise indicated, market, industry, market share and competitive position data are estimates (and accordingly,
approximate) and should be treated with caution. Such information has not been audited or independently verified, nor
has the Company ascertained the underlying economic assumptions relied upon therein.

Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect
thereto, the securities the subject of the Offer have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of
their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities
is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, BofA Merrill Lynch, Goldman
Sachs, RMB and Standard Bank will only procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible
for undertaking its own target market assessment in respect of the securities and determining appropriate distribution
channels.

Date: 16/04/2018 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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