Wrap Text
Pricing announcement
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")
PRICING ANNOUNCEMENT
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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 announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including
in the United States, Canada, Japan or Australia.
Unless otherwise indicated, defined terms used in this announcement are as set out in the pre-listing
statement of Libstar, dated 24 April 2018 (“Pre-listing Statement”).
1. Results of the Offer
With reference to the Pre-listing Statement released on SENS on 24 April 2018 regarding the offer of
ordinary shares of no par value in the Company (the “Offer Shares”), subject to certain conditions (the
“Offer”), the bookbuild in relation to the Offer closed at 14:00 (South African standard time) on
Thursday, 3 May 2018.
The Offer successfully raised an aggregate amount of R3.0 billion through the placement of
243,548,650 Offer Shares at an offer price of R12.50 per share, assuming the Over-allotment Option
is not exercised. The Offer consisted of an offer for subscription by the Company of R1.5 billion
(representing 120,000,000 Offer Shares) and a concurrent offer for sale by the selling shareholders of
R1.5 billion (representing 123,548,650 Offer Shares).
The Company intends to use the net proceeds received from the Offer to repay a portion of the
indebtedness outstanding under the Facilities, thereby creating more flexibility to pursue its acquisitive
and internal investment growth strategy.
The settlement date for the Offer will be Wednesday, 9 May 2018, on which date the Ordinary Shares
will be listed on the main board of the stock exchange operated by the JSE Limited (the “JSE”), with
effect from the commencement of trading, in the “Food Products” sector under the abbreviated name:
“Libstar”, JSE share code: “LBR” and ISIN: ZAE000250239. Any change to the aforementioned date
will be announced on SENS.
2. Stabilisation
The Stabilisation Manager may, subject to applicable laws and regulations, and only during the 30-day
Stabilisation Period commencing on the Listing Date, effect transactions which may support the market
price of the Ordinary Shares. Such stabilisation, if commenced, may be discontinued at any time
without prior notice and will in any event be discontinued after the Stabilisation Period. There is,
however, no assurance that the Stabilisation Manager will undertake any stabilisation actions.
In connection with the Offer, the Stabilisation Manager may, subject to law and only during the
Stabilisation Period, over-allot Ordinary Shares or effect transactions which may support the market
price of the Ordinary Shares at a level higher than that which might otherwise prevail for a limited period
after the Listing Date. Such stabilising action may under no circumstances continue beyond the
Stabilisation Period. There is, however, no assurance that the Stabilisation Manager will undertake
stabilisation actions.
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Such transactions may be effected on the JSE and will be carried out in accordance with applicable
rules and regulations of the JSE. Such stabilisation, if commenced, may be discontinued at any time
without prior notice and will in any event be discontinued after the Stabilisation Period. In terms of the
Sponsor and Placement Agreement, the Corporate Selling Shareholders have granted the Stabilisation
Manager the Over-allotment Option which is up to 15% of the final number of the Offer Shares.
4 May 2018
Johannesburg
Joint Global Co-ordinators and Joint Bookrunners
J.P. Morgan Securities plc The Standard Bank of South Africa Limited
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
DISCLAIMER:
The contents of this announcement have been prepared by and are the sole responsibility of Libstar.
The information contained in this announcement 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 announcement or its accuracy, fairness or completeness.
This announcement 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 announcement. The distribution of this announcement 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 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, 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 announcement 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
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could be construed as an offer to the public in terms of the South African Companies Act. In South Africa
this announcement 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 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 a “registered prospectus”, as contemplated by the South African Companies
Act.
The information contained in this announcement 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 announcement 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 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.
Copies of this announcement are not being made and may not be distributed or sent into the United States,
Canada, Japan or Australia.
This announcement includes 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 “intends, “may” or “will” or, in each case, their negative or other variations or comparable
terminology, or by discussions of 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 announcement
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 announcement 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 announcement or its accuracy or
completeness. This announcement 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 announcement 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 announcement
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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 announcement (or whether any information has been omitted from the announcement) 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 announcement 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 announcement 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
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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.
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Date: 04/05/2018 09:33:00 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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