Wrap Text
Abridged Pre-Listing Statement
Libstar Holdings Limited
(formerly Libstar Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2014/032444/06)
(JSE share code: LBR)
(ISIN: ZAE000250239)
("Libstar" or the "Company")
ABRIDGED PRE-LISTING STATEMENT
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA,
OR ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
This abridged pre-listing statement (the “Abridged Pre-listing Statement”) is not a prospectus and not
an offer of securities for sale in any jurisdiction, including in the United States, Canada, Japan or
Australia.
This Abridged Pre-listing Statement relates to the proposed listing of Libstar in the “Food Products”
sector of the main board of the JSE Limited (the “JSE”) expected to take place with effect from the
commencement of business on Wednesday, 9 May 2018 (the “Listing”) and the offer by way of private
placement to certain selected Qualifying Investors (as defined below) of a minimum of 237,653,915
ordinary shares (the “Ordinary Shares”) of no par value in the share capital of the Company (the “Offer
Shares”), based on a minimum free-float of 40% and pricing at the mid-point of the Offer Price Range
(as specified below) (the “Offer”).
Capitalised terms not defined herein have the same meaning given to them in the Pre-listing Statement
issued by Libstar on Tuesday, 24 April 2018 (the “Pre-listing Statement”).
This Abridged Pre-listing Statement does not constitute an offer for the sale of or subscription for, or
the solicitation of an offer to buy or subscribe for Offer Shares, but is issued in compliance with the
Listings Requirements of the JSE (the “Listings Requirements”) for the purpose of providing
information with regards to Libstar. Any offer to acquire Offer Shares pursuant to the Offer will be made,
and any investor should make his investment decision, solely on the basis of the information that is
contained in the Pre-listing Statement.
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 a person should consider before investing
in the Offer 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.
Copies of the Pre-listing Statement are available from the Company and Standard Bank at the
addresses specified in paragraph 8.
The Offer will comprise an offer for subscription by the Company of 105,263,158 Ordinary Shares to
raise up to R1,500,000,000.00, and a concurrent offer by the Selling Shareholders of a minimum of
132,390,757 Ordinary Shares based on a minimum free-float of 40% and the mid-point of the Offer
Price Range (the “Sale Shares”).
The salient terms of the Offer are as follows:
Offer Price Range per Ordinary Share: R12.50 to R16.00.
Number of Ordinary Shares to be offered: a minimum of 237,653,915 Offer Shares (based on
a minimum free-float of 40% and the mid-point of
the Offer Price Range).
Percentage of issued share capital targeted minimum free-float of 40%.
(excluding treasury shares):
The Company intends to use the net proceeds received from the Offer to repay a portion of the
indebtedness outstanding, thereby creating more flexibility for the Group to pursue its acquisitive and
internal investment growth strategy.
The Offer consists of an offering:
- to (i) selected institutional investors in South Africa who fall within one of the specified
categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008, as
amended (the “South African Companies Act”) and to whom the Offer is specifically
addressed and by whom the Offer is capable of acceptance;
- outside South Africa and the United States to selected institutional investors in reliance on
Regulation S under the US Securities Act, 1933, as amended (the “US Securities Act”); and
- in the United States to persons who are reasonably believed to be Qualified Institutional Buyers
as defined in and pursuant to Rule 144A or pursuant to another exemption from, or in
transactions not subject to, the registration requirements of the US Securities Act,
(collectively, the “Qualifying Investors”).
The Offer is not an invitation to the general public to subscribe for or purchase the Offer Shares in any
jurisdiction.
There is no minimum capital requirement to be realised by the Offer. The minimum subscription that
must be realised by the Company is that which enables it to ensure (in conjunction with the Sale Shares
sold by the Selling Shareholders) that the Company has, once the Offer is completed, such number and
composition of shareholders as will enable it to meet the minimum free-float and shareholder spread
requirements, as prescribed by the Listings Requirements and acceptable to the JSE.
In addition, the Company, APEF Pacific Mauritius Limited (“Abraaj”), the Chief Executive Officer and
Group Financial Director have agreed to a partial exit on Listing and have further agreed with the Joint
Global Co-ordinators that they will not, without the prior written consent of the Joint Global Co-
ordinators, sell, transfer or otherwise dispose of any of the Ordinary Shares they own prior to the Listing,
or any economic interest therein, for a period of 180 days following the Listing Date.
Such lock-up arrangements are subject to certain exceptions and may be waived with the consent of
the Joint Global Co-ordinators.
In connection with the Offer, Abraaj and The Public Investment Corporation (SOC) Limited (on behalf
of its client the Government Employees Pension Fund) (“PIC”) have granted to The Standard Bank of
South Africa Limited, as stabilisation manager (the “Stabilisation Manager”) an over-allotment option
to purchase a minimum of 35,648,087 additional Ordinary Shares (at the Offer Price), which may be
used for the purposes of covering over-allotments before the end of the Stabilisation Period.
1. LISTING
The JSE has granted Libstar approval for listing in respect of up to 681,921,408 Ordinary Shares
on the “Food Products” sector of the Main Board of the JSE under the abbreviated name “Libstar”
and under the share code “LBR” and ISIN: ZAE000250239, from the commencement of trading on
Wednesday, 9 May 2018, subject to the fulfilment of certain conditions set out in the Pre-listing
Statement.
2. OVERVIEW OF LIBSTAR
Libstar is a leading producer and supplier of high quality products in the consumer packaged goods
(“CPG”) industry and markets a wide range of products in South Africa and globally. The Company
provides a multi-product offering in multiple categories across multiple channels, while strategically
positioning itself within the food and beverage and home and personal care sectors and maintaining
the flexibility to capitalise on growth areas in the CPG industry.
Libstar produces and supplies an extensive range of products across seven product categories:
(i) Perishables;
(ii) Ambient Groceries;
(iii) Baking and Baking Aids;
(iv) Snacks and Confectionery;
(v) Niche Beverages;
(vi) Home and Personal Care; and
(vii) Specialised Food Packaging.
These products are supplied to Libstar’s customers as three distinct product offerings:
(i) Brand Solutions, comprising:
a. Libstar Brands (brands that are proprietary to Libstar) and Licensed Brands
(brands that are licensed to Libstar by brand-owners);
b. Dealer Own Brands and Private Labels that are produced by Libstar in partnership
with, or on behalf of, its customers; and
c. Principal Brands that are sourced, marketed and distributed by Libstar on behalf of
brand-owners;
(ii) Outsourced Manufacturing Solutions; and
(iii) Food Service Solutions.
Libstar’s product offerings are marketed, distributed and sold locally and internationally across four
sales channels:
(i) Retail and wholesale;
(ii) Industrial;
(iii) Food service industry; and
(iv) Exports.
The Company currently comprises 27 Business Units, each of which has its own infrastructure,
employees and products. Libstar operates a decentralised business model, with each business
unit being responsible for its own procurement, production, distribution and logistics, sales and
marketing and customer relationships. Part of Libstar’s strategy has been the acquisition and
development of value-enhancing small to medium-sized businesses that demonstrate strong
management drive and high quality operations. Libstar, in turn, provides a platform for these
businesses to grow by providing:
(i) access to financial, reporting and business intelligence systems;
(ii) Group supply chain optimisation initiatives;
(iii) strategic advice and guidance;
(iv) idea generation;
(v) product development support;
(vi) category planning management;
(vii) demand management training and support;
(viii) manufacturing and technical support;
(ix) human resources and talent development programmes; and
(x) central treasury benefits of access to facilities for the provision of capital to fund growth and
investment in infrastructure and technology to build manufacturing capability and capacity.
Libstar’s shareholders at the date of Listing (the “Existing Shareholders”) will comprise:
- Abraaj – 61.55%;
- PIC – 16.80%;
- Libstar management – 8.65%; and
- BEE Shareholders – 13.00%.
Libstar has recently concluded and is in the process of implementing a Black Economic
Empowerment transaction (the “BEE Transaction”) through the establishment of an employee
share trust (the “ESOP Trust”) as well as a trust aimed at encouraging the development of black-
owned businesses within Libstar’s value chain (the “BEE Development Trust”).
As part of the BEE Transaction, the Company has issued:
- 39,334,499 new Ordinary Shares (representing 7% of the entire issued ordinary share capital)
to Business Venture Investments No 2071 (RF) Proprietary Limited, which will hold such
Ordinary Shares for the benefit of the ESOP Trust; and
- 33,715,284 new Ordinary Shares (representing 6% of the entire issued ordinary share capital
of the Company) to Business Venture Investments No 2072 (RF) Proprietary Limited, which
will hold such Ordinary Shares for the benefit of the BEE Development Trust.
FINANCIAL HIGHLIGHTS
2017A 2016A 2015A
Revenue (R’000) 8,826,506 8,020,505 6,175,709
Revenue growth 10.0% 29.9% 30.0%
Adjusted EBITDA1 (R’000) 940,285 816,381 657,934
Adjusted EBITDA growth 15.2% 24.1% 30.4%
Adjusted EBITDA margin 10.7% 10.2% 10.6%
1
Adjusted EBITDA represents profit/(loss) before tax adjusted for the following: interest and tax expenses: gains or losses on the disposal
of property, plant and equipment, gains or losses on the disposal of non-current assets held for sale; impairment losses on goodwill and
customer contracts; amounts payable in respect of onerous contracts relating to the early termination of lease obligations, retrenchment and
restructuring costs incurred as a result of rationalising various business units within the Company including start-up costs of new operations
and closure and relocation costs; acquisition related costs, due diligence costs relating to the actual acquisitions and amortisation of customer
contracts arising from acquisitions; expenses relating to professional, legal and consulting fees in respect of shareholder transactions,
strategic advisory fees and once-off legal costs (including costs associated with the Offer); amortisation of intangible assets in relation to
customer contracts; securities transfer tax relating to shareholder transactions; income from government grants; expenses relating to non-
cash flow items that represent straight lining of operating leases, unrealised foreign exchange gains or losses, expenses relating to share
appreciation rights granted to management, fair value adjustment to put options exercisable by executive management; amortisation of
intangible assets in relation to computer software and website costs; and depreciation of property, plant and equipment.
Libstar’s profitable and sustainable growth is due to both its strategic acquisitions as well as the
organic growth of the respective Business Units. In particular, growth is facilitated by the
acceleration of value-enhancing projects within existing Business Units, expansion in market areas
where Libstar has demonstrated its ability to grow at a pace ahead of the market pursuant to
superior growth relative to the industry norm in key categories and further growth into export
markets.
In addition, Libstar has a strong track record of achieving profitable and sustainable growth in each
of its product categories. This is achieved by, amongst other things, driving growth in the right
product categories through category management initiatives, focusing on value-added products in
the CPG market and identifying global food trends such as convenience and innovation, out-of-
home quick service and casual dining, favoured premium dairy products, health and wellness,
gluten free and speciality baking and niche beverages.
3. RATIONALE FOR LISTING
The Directors believe the Listing is the next step in Libstar’s growth phase and will:
- provide access to additional capital to (i) expand capacity and create additional capabilities in
existing production facilities, and (ii) support management's strategy of continuing to invest in
the current business units to improve margins and grow organically;
- establish a platform from which equity capital may be raised in the future to provide investors
an opportunity to participate in the income streams and future capital growth of Libstar;
- allow Libstar to optimise its capital structure and further strengthen its balance sheet and
profitability;
- allow a mechanism for the attraction and retention of black management and black employees
via an appropriate share incentive scheme; and
- increase the public profile and transparency of Libstar and thereby assist in unlocking new
growth opportunities in South Africa and internationally.
4. KEY STRENGTHS AND COMPETITIVE ADVANTAGES
The following key strengths and competitive advantages will contribute to the continued growth and
success of Libstar:
- Libstar has a superior operational platform, which includes:
o a diverse business model with flexibility and resilience;
o a culture of entrepreneurship and innovation;
o a proven track record of identifying industry trends and accessing innovative product
categories;
o an M&A track record and ability to lead the market with Brand Solutions;
o a strong technical and manufacturing competency and accreditation of facilities by
recognised authorities; and
o an ability to integrate and grow acquired businesses;
- strong and experienced management team at strategic and operational levels;
- deep customer relationships; and
- a proven track record of profitable and sustainable growth.
5. BUSINESS STRATEGY
Libstar’s business strategy is centred around:
- growing selected categories through supply chain optimisation, manufacturing and technical
excellence, sales and marketing expertise and upskilling of people and nurturing and further
developing customer relationships and consumer admiration;
- expanding Libstar's capabilities through innovation within existing categories, accessing new
high-growth categories, undertaking new product development initiatives, understanding and
catering to consumption trends (e.g. convenience, health, indulgence) and creating
competencies by investing in market research and technical knowledge to expand and
optimise Libstar's Brand Solution ability by selective investments in plant, equipment,
technology and marketing; and
- acquiring businesses through targeted M&A activity to grow or access identified high growth
categories and new markets and channels, expanding current categories and incentivising and
retaining entrepreneurs through minority equity interests in order to bring to life Libstar's motto
of "the heart of an entrepreneur with the mind of a corporate".
6. DIRECTORS
The names, ages, nationalities, position and business addresses of the Directors of Libstar are set
out in the table below:
Name, Age and Nationality Position Business address
Andries Vlok van Rensburg Co-founder and CEO 1st Floor, Bloomberg House,
63 (South African) (Executive Director) 43 Bloulelie Crescent,
Plattekloof, 7550
Robin Walter Smith Co-founder and Group 62 Hume Road, Dunkeld,
59 (South African) Financial Director Johannesburg, 2196
(Executive Director)
Wahid Suleiman Hamid Chairman / Level 3 Gate Village 8, Dubai
59 (United States) Non-executive Director International Finance Centre,
Dubai, United Arab Emirates,
0000
Sandeep Khanna Non-executive Director 1st Floor, The Place, 1
44 (Indian) Sandton Drive, Sandton, 2196
JP Landman Independent, non- 137 4th Avenue, Melville,
62 (South African) executive Director 2092
Wendy Luhabe Independent, non- 213 Panorama Drive,
60 (South African) executive Director Constantia Kloof, 1709
Phumzile Langeni Independent, non- 1st Floor, Vdara Suites, 41
44 (South African) executive Director Rivonia Road, Sandhurst
7. IMPORTANT DATES AND TIMES
The salient dates and times in relation to the Listing are set out below:
2018
Opening date of the Offer released on SENS on: 09:00 on Tuesday, 24 April
Publication of the Pre-listing Statement on: Tuesday, 24 April
Abridged Pre-listing Statement released on SENS on: Tuesday, 24 April
Abridged Pre-listing Statement published in the South African Press on: Wednesday, 25 April
Expected last date for invited investors to submit their application forms
to the Joint Bookrunners in order to be considered for participation in
the Offer on: 14:00 on Thursday, 3 May
Expected Closing Date of the Offer on: 14:00 on Thursday 3 May
Expected date for successful applicants to be advised of allocations on: Friday, 4 May
Expected publication date of the final Offer Price and final number of Friday, 4 May
Offer Shares released on SENS on:
Expected date of results of the Offer published in the South African Friday, 4 May
press on:
Results of the private placement released on SENS on: Friday, 4 May
Last date for successful investors to make payment for allocated Offer Wednesday, 9 May
Shares on:
Expected Listing Date: 09:00 on Wednesday, 9 May
All times referred to in this Pre-listing Statement are local times in South Africa (SAST or GMT + 2) and are subject to amendment.
Any such amendment will be released on SENS and published in the press.
8. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be obtained (by Qualifying
Investors invited to participate in the Offer) during normal business hours from 09:00 to 17:00 from
Tuesday, 24 April 2018 until Wednesday, 9 May 2018 from Libstar and Standard Bank at the
following addresses:
Libstar: 1st Floor, 62 Hume Road, Dunkeld, Johannesburg, 2196
Standard Bank: 30 Baker Street, Rosebank, Gauteng, 2196
The Pre-listing Statement may also be obtained on Libstar’s website (www.libstar.co.za).
24 April 2018
Johannesburg
Joint Global Co-ordinators and Joint Bookrunners
The Standard Bank of South Africa Limited J.P. Morgan Securities plc
Stabilisation Manager and Transaction Sponsor
The Standard Bank of South Africa Limited
South African Legal Advisors to the Company
Cliffe Dekker Hofmeyr Inc.
US and English Legal Advisors to the Company
Clifford Chance LLP
South African Legal Advisors to the Joint Global Co-ordinators and Joint Bookrunners
Webber Wentzel
US and English Legal Advisors to the Joint Global Co-ordinators and the Joint Bookrunners
Linklaters LLP
Independent Auditors and Reporting Accountants
KPMG Inc.
Auditors
Moore Stephens Cape Town Inc.
Public Relations Adviser
Patamola
DISCLAIMER:
The contents of this Abridged Pre-listing Statement have been prepared by and are the sole
responsibility of Libstar.
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 or 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 or Australia, or
in any jurisdiction to whom or in which such offer, solicitation or sale would be unlawful. The Ordinary
Shares may not be offered or sold in the United States unless registered under the U.S. Securities Act
of 1933, as amended (the “US Securities Act”) or offered pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares
have not been, and will not be, registered under the US Securities Act or under the applicable securities
laws of Canada, Japan or Australia. Subject to certain exceptions, the Ordinary 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 Ordinary 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 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. In South Africa this Abridged Pre-listing Statement is directed only at persons falling
within the exemptions set out in section 96(1)(a) and to whom the Offer is specifically addressed and
by whom the Offer is capable of acceptance (all such persons being referred to as “relevant persons”).
Any investment activity to which this Abridged Pre-listing Statement 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 Abridged Pre-listing Statement or any of its contents. This Abridged Pre-listing Statement does not,
nor does it intend to, constitute a “registered prospectus”, as contemplated by the South African
Companies Act.
The information contained in this Abridged Pre-listing Statement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act,
37 of 2002, as amended and should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of the Ordinary Shares or in relation to the business
or future investments of the Company is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this Abridged Pre-listing Statement 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 (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”, “plans”, “projects”, “anticipates”, “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.
Each of the Company, The Standard Bank of South Africa Limited (“Standard Bank”) and J.P. Morgan
Securities plc (together, the “Banks”) 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 subscription or purchase of Ordinary Shares in the 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.
Before subscribing for or purchasing any Ordinary Shares, persons viewing this Abridged Pre-listing
Statement should ensure that they fully understand and accept the risks 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 Ordinary 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 the Banks 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 the Banks is acting exclusively for Libstar 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 Libstar 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.
In connection with the Offer, each of the Banks and any of their respective affiliates, may take up a
portion of the Ordinary 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 Ordinary Shares and other securities of
Libstar or related investments in connection with the Offer or otherwise. Accordingly, references in the
Pre-listing Statement to the Ordinary 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 the Banks and any of their respective affiliates acting in such capacity. In addition,
the Banks 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 Ordinary Shares. None of the Banks 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, Standard Bank, as stabilisation manager(the “Stabilisation Manager”), or
any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law,
over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the
Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The
Stabilisation Manager 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 Ordinary Shares on the JSE main board and ending no later than 30 calendar days
thereafter. However, there will be no obligation on the Stabilisation Manager 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 Ordinary Shares above the offer price.
Save as required by law or regulation, neither the Stabilisation Manager 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.
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 MiFID II Product Governance Requirements) may otherwise
have with respect thereto, Ordinary Shares have been subject to a product approval process, which
has determined that such Ordinary Shares 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 Ordinary Shares may decline and investors could lose all
or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection;
and an investment in the Ordinary Shares 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, Standard Bank and J.P. Morgan 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 Ordinary Shares. Each distributor is responsible
for undertaking its own target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
Date: 24/04/2018 08:49:00 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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