Wrap Text
Abridged Prelisting Statement
Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
(the “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION
This abridged pre-listing statement (the “Abridged Pre-listing Statement”) is not a prospectus and not an offer
or an advertisement of securities for sale, or solicitation of an offer to acquire, securities in any jurisdiction,
including in the United States, Canada, Japan or Australia. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction.
This Abridged Pre-listing Statement relates to the proposed listing of the Company and the simultaneous offer by
the Selling Shareholders (as defined below) of certain number of Shares (as defined below) as further described
below (the “Offer”). The Company has been granted admission of its ordinary shares (the "Shares") to the
premium listing segment of the Official List of the Financial Conduct Authority (the “FCA”) and to trading on the
Main Market for listed securities of the London Stock Exchange plc (the “LSE”) (together, "UK Admission") and
for admission to listing and trading as a secondary inward listing in the “5379 Specialty Retailers” sector of the
Main Board of the JSE Limited (the “JSE”) (“JSE Admission”) (JSE Admission, and together with UK Admission,
“Admission”). Admission is expected to take place with effect from the commencement of business on Thursday,
10 May 2018.
Pursuant to the Offer, the Selling Shareholders (as defined below) intend to sell, in aggregate, approximately
332,274,959 Shares (“the Sale Shares”) to selected qualifying investors invited to participate in the Offer for an
aggregate amount of approximately £533.4 million, net of underwriting commissions and other estimated Offer-
related fees and expenses of approximately £14.8 million. The Sale Shares represent approximately 27.7% of the
issued ordinary share capital of the Company following Admission.
Capitalised terms not defined herein have the same meaning given to them in the Prospectus (which document
has been approved by the JSE as a Pre-listing Statement in terms of the applicable listings requirements of the
JSE (the “Listings Requirements”)) issued by Vivo Energy on Friday, 4 May 2018 (the “Pre-listing Statement”
or “Prospectus”). References herein to “Vivo Energy” or the “Group” mean the Company and Vivo Energy
Holding B.V. (“VEH”, the current holding company of the Vivo Energy group), together with its consolidated
subsidiaries and subsidiary undertakings. Following the completion of a pre-listing reorganisation, the Company
will own 100 percent of the share capital of VEH. The shareholders of VEH prior to Admission will be Vitol Africa
B.V., HIP Oil 2 B.V., VIP Africa II B.V., HIP Oil B.V. (the “Selling Shareholders”) as well as certain members of
management, all of whom will exchange their shares in VEH for Shares in the Company prior to Admission.
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 Sale Shares, but is issued in compliance with the Listings
Requirements for the purpose of providing information with regards to Vivo Energy. Any offer to acquire Sale
Shares pursuant to the Offer will be made, and any investor should make his or her 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 Sale
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 will be available to selected qualifying investors invited to participate in the Offer, from the Company
and Bowman Gilfillan Inc. (“Bowmans”) at the addresses specified in paragraph 7.
4 May 2018
Abridged pre-listing statement
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1. LISTING
The JSE has granted Vivo Energy approval for admission to listing and trading as a
secondary inward listing in respect of up to 1,200,000,000 Ordinary Shares on the “5379
Specialty Retailers” sector of the Main Board of the JSE under the abbreviated name
“VIVO” and under the share code “VVO” and ISIN: GB00BDGT2M75, from the
commencement of trading on Thursday, 10 May 2018.
2. OVERVIEW OF VIVO ENERGY
The Group is a leading retailer and marketer of Shell-branded fuels and lubricants in
Africa. The Group has a network of more than 1,800 service stations in 15 countries
across North, West, East and Southern Africa, markets its products to commercial
customers through its commercial fuels and lubricants businesses and exports lubricants
to more than ten other African countries. At its service station locations, the Group also
provides its customers with growing convenience retail and quick service and fast casual
restaurant offerings (which includes cafés and bakeries) in partnership with major food
and retail brands (available at approximately 54% of its company-owned service
stations). The Group also offers other vehicle services including oil change and car wash
facilities at its service stations. The Group benefits from an integrated business model
owning or having access to approximately 943,000 cubic metres of fuel storage capacity
at 97 locations across Africa and enjoys a strong overall market position in the countries
it operates in, being either the number one or number two retailer of fuels by volume sold
in 14 out of its 15 countries of operation.
The Group was established in 2011 through the carve-out of Shell’s African downstream
business, excluding South Africa, Egypt, Reunion and Togo. Following the appointment
of a new management team in 2012 that implemented a new performance-driven
organisational structure, the Group embarked on its growth strategy to bring the Shell
brand’s unique combination of quality, technology and efficiency to the broadest base of
retail and commercial customers. Since its inception, the Group has added more than
500 service stations to its retail network, and since 2014 it has expanded its convenience
retail and quick service and fast casual restaurant offering by opening more than 450
new or redeveloped convenience retail or quick service restaurants at its service
stations.
The Group operates in three main segments:
Retail – Retail is at the heart of the Group’s business and is driving its growth across
Africa. The Retail segment comprises the Group’s network of Shell-branded service
stations, including company owned, dealer operated (“CoDo”), dealer owned, dealer
operated (“DoDo”) and company owned, company operated (“CoCo”) service stations in
15 countries across Africa. The Group’s retail offer includes high quality Shell-branded
fuels and lubricants as well as convenience retail shops, quick service and fast casual
restaurants (which includes cafés and bakeries), and other services including lubricant
bays for oil change, car washes and banking services. Through partnerships, the Group
has brought global brands such as KFC, Burger King and Brioche Dorée to certain
African markets. In the year ended 31 December 2017 the Group opened 116 new
service stations across Africa, increasing its total service station site offering to 1,829,
making the Group the second largest retailer in Africa outside of South Africa in terms of
number of sites. Also, the Group opened 66 new convenience retail shops and 43 new
quick service and fast casual restaurants during the year. The Group estimates that its
network serves approximately 700,000 retail customers every day based on 20 litres per
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fill. The Retail segment accounted for 65.2% of the Group’s revenues and 60.4% of the
Group’s Adjusted EBITDA in the year ended 31 December 2017.
Commercial – The Commercial segment comprises an integrated customer offer of
fuels, lubricants and related products and services to commercial customers in the
aviation, marine, mining and other sectors in Africa as well as the Group’s LPG business.
In the aviation sector, the Group sells aviation fuel under the Vitol Aviation brand at 23
airports in eight of the countries in which the Group operates. In the marine sector, the
Group supplies fuels and lubricants to a growing number of private and merchant fleets,
as well as naval customers, in seven of the countries in which the Group operates. In the
mining sector, the Group sells fuels and lubricants with activities in ten of the countries in
which the Group operates. In this segment, the Group works in close partnership with its
mining customers to provide technical assistance to optimise usage of machinery and
consumables to deliver long-term reductions in fuel and maintenance. Furthermore, the
Group markets and sells LPG in cylinders in eight of its operating countries, owning
bottling plants in six of these, and markets its products under three widely recognised
brands: Shell Gas, Butagaz and Afrigas. The Commercial segment accounted for 29.7%
of the Group’s revenues and 28.4% of the Group’s Adjusted EBITDA in the year ended
31 December 2017.
Lubricants – The Lubricants segment comprises sales of lubricants through the Group’s
retail service stations and other customer channels to commercial customers and
distributors in the Group’s countries of operation, as well as export sales to more than
ten other African markets. The Group offers an extensive range of technology-leading
lubricants covering sectors including consumer passenger cars, motorbikes,
construction, manufacturing, mining, power and road transport. The Lubricants segment
accounted for 5.1% of the Group’s revenues and 11.2% of the Group’s Adjusted EBITDA
in the year ended 31 December 2017.
The Group has a pan-African footprint operating in markets with strong population
growth, increasing middle-class income levels, vehicle numbers, fuel and consumer
demand and infrastructure development. Through its wide geographic reach, its
integrated business model and focus on operational excellence, the Directors believe
that the Group is well placed to capitalise on these macro growth drivers in all its
business segments. The Directors also believe that the Group’s existing markets
continue to provide opportunities to further expand their service station network and
enhance the Group’s non-fuel offering through the opening of new convenience retail
and food service formats at its service station locations. Additionally, the Directors
believe that the Group, being the second largest retailer in Africa outside of South Africa
in terms of number of sites, is well-positioned to benefit from potential future
consolidation opportunities across the African continent.
In December 2017, as part of the Group’s strategy to continue expanding and
diversifying its portfolio, the Group entered into an agreement to acquire the entire share
capital of Engen International Holdings (Mauritius) Limited, an investment holding
company that holds the retail and commercial fuel operations of Engen Holdings (Pty)
Limited in ten countries in Africa (Democratic Republic of Congo, Gabon, Kenya, Malawi,
Mozambique, Reunion, Rwanda, Tanzania, Zambia and Zimbabwe) (collectively, the
“EIHL Group”). Following the completion of the Engen Transaction, which is targeted for
the third quarter of 2018, the Group expects to continue to operate the retail businesses
under the Engen brand in the operating countries which will be new to the Group,
wherever it makes commercial sense to do so. The Engen Transaction expands the
Group’s geographical footprint to a further nine African countries which the Group
believes are high potential countries and adds more than 300 retail service stations to
the Group’s network. The Directors believe that there is an opportunity to replicate the
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Group’s successful business model, implement its strategy and drive growth and
profitability in these countries. In the year ended 31 December 2016 the EIHL Group
reported Adjusted EBITDA of approximately US$50 million.
Further in line with its strategy, the Group also acquired 50% of Shell and Vivo
Lubricants B.V. (“SVL”) which sources, blends, packages and supplies Shell-branded
lubricants, on 19 December 2017. SVL owns two lubricant blending plants in Morocco
and Kenya (50,000 and 30,000 metric tonnes of blending capacity per annum based on
a single shift, respectively) and, through joint ventures, has access to four additional
blending plants (Group’s share of blending capacity per annum of 158,000 metric
tonnes) across North and West Africa, bringing the manufacture of the Group’s lubricants
supply under greater control of the Group.
The Group’s vision is to become Africa’s most respected energy business. The Group
aims to do this by realising the full potential of its people and business partners and
being recognised as the benchmark for quality, excellence, safety and responsibility in
Africa’s marketplace.
FINANCIAL HIGHLIGHTS
Year ended 31 December
2015 2016 2017
Gross Cash Profit (US$ ‘000) .................................. 473,826 579,486 666,026
Retail ................................................................. 288,977 375,931 429,434
Commercial ....................................................... 137,848 144,687 161,601
Lubricants ......................................................... 47,001 58,868 74,991
Gross Cash Unit Margin (US$/ ‘000 litres) ............. 58 67 71
Retail Fuel ......................................................... 62 74 78
Commercial ....................................................... 40 42 44
Lubricants ......................................................... 464 488 581
EBITDA (US$ ‘000) ................................................... 232,977 286,042 326,092
Adjusted EBITDA (US$ ‘000) ................................... 240,348 302,191 376,128
Retail ................................................................. 141,934 187,866 227,026
Commercial ....................................................... 76,356 82,201 106,978
Lubricants ......................................................... 22,058 32,124 42,124
Adjusted EBIT (US$ ‘000) ........................................ 165,735 212,821 291,950
Adjusted Net Income (US$ ‘000) ............................ 74,313 108,866 170,592
Net Debt (US$ ‘000) ................................................. 90,494 (7,395) 366,454
Cash Conversion Margin ......................................... 82% 89% 88%
ROACE ...................................................................... 15% 20% 28%
Notes
“Gross Cash Profit”: gross profit before depreciation and amortisation recognised in cost of sales
“Gross Cash Unit Margin”: gross cash profit per unit (1,000 litres), excluding non-fuel retail
“EBITDA”: profit before financing expense, financing income, income taxes and depreciation and
amortisation charges on property, plant and equipment and intangible assets
“Adjusted EBITDA”: EBITDA before special items, being the impact of restructuring charges and other exceptional
items that are not considered to represent the underlying operational performance
“Adjusted EBIT”: profit before finance expense, finance income, income taxes and special items
“Net Debt”: total borrowings and lease liabilities less cash and cash equivalents
“Cash Conversion Margin”: Adjusted EBITDA less maintenance capital expenditure divided by Adjusted EBITDA
“ROACE”: Adjusted EBIT after tax divided by average capital employed. Also called Return on Invested
Capital (ROIC)
“Capital Employed”: net assets plus borrowings and lease liabilities minus cash and cash equivalents
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3. RATIONALE FOR LISTING
The Directors believe that the Offer and Admission will:
- Enable improved access to capital markets, thereby strengthening the Group’s ability
to execute its growth strategy successfully;
- Diversify the shareholder base;
- Enhance the Group’s profile with investors, business partners and customers;
- Further enhance the ability of the Group to attract and retain key management and
employees; and
- Create a liquid market in the shares for the shareholders.
The Offer will also provide the Selling Shareholders a way to partially monetise their holding.
No proceeds will be received by the Company pursuant to the Offer.
4. KEY STRENGTHS
The Directors believe that the Group benefits from the following key business strengths:
- Market: compelling African consumer fundamentals
- Platform: pan-African, market-leading number one brand
- Business model: integrated, entrepreneurial and performance-driven
- Growth: organic and inorganic across fuel, convenience retail and quick service
restaurants
- Financial model: resilient, strong earnings and high returns
5. BUSINESS STRATEGY
The Group has five key strategic objectives:
- To remain a responsible and respected business in the communities in which it
operates;
- To preserve its lean organisational structure and performance-driven culture;
- To maximise the value of its existing business;
- To pursue value accretive growth; and
- To maintain attractive and sustainable returns through disciplined financial
management.
6. DIRECTORS
The names, ages, nationalities and position of the Directors of Vivo Energy are set out in
the table below. The business address of each of the Directors is the same address as
Vivo Energy.
Name, Age and Nationality Position
John Daly Chairman
61 (Irish)
Christian Chammas Chief Executive Officer
63 (French)
Johan Depraetere Chief Financial Officer
50 (Belgian)
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Thembalihle Hixonia Nyasulu Senior Independent Director
63 (South African)
Javed Ahmed Non-Executive Director
48 (British)
Temitope Lawani Non-Executive Director
47 (British, Nigerian)
Carol Arrowsmith Independent Non-Executive Director
64 (British)
Christopher Rogers Independent Non-Executive Director
58 (British)
7. COMPANY INFORMATION
The Company is a public limited company, incorporated on 12 March 2018 as a private
company limited by shares in the United Kingdom and re-registered as a public limited
company on 9 April 2018 with its registered office situated in England and Wales. The
Company operates under the United Kingdom Companies Act 2006. The Company is
not registered as an external company in South Africa.
8. IMPORTANT DATES AND TIMES
Admission will take place on Thursday, 10 May 2018 at 9.00 a.m. (South African time).
9. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be obtained (by
selected qualifying investors invited to participate in the Offer) during normal business
hours from 09:00 to 17:00 from Friday, 4 May 2018 until Thursday, 10 May 2018 from
Vivo Energy and Bowmans at the following addresses:
Vivo Energy: 3rd Floor Atlas House, 173 Victoria Street, London, SW1E 5NA,
UK
Bowmans Gilfillan Inc: 11 Alice Lane, Sandton, Johannesburg 2196, South Africa
The Pre-listing Statement may also be obtained on Vivo Energy’s website
(http://investors.vivoenergy.com).
4 May 2018
Johannesburg
Sponsor, Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan Securities plc
Joint Global Co-ordinators and Joint Bookrunners
Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited
Joint Bookrunners
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BNP PARIBAS FirstRand Bank Limited The Standard Bank of South Africa
Limited
JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Enquiries
Vivo Energy plc +44 1234 904 026
- Rob Foyle, Head of Communications
Media Enquiries
Tulchan Communications LLP +44 20 7353 4200
- Martin Robinson, Toby Bates
Sponsor, Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan Securities plc +44 20 7742 4000
- James Janoskey, Barry Meyers, Virginia Khoo
JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited +27 11 507 0300
- Paul H. van Zijl
Joint Global Co-ordinators and Joint Bookrunners
Citigroup Global Markets Limited +44 20 7986 4000
- Miguel Azevedo, Hamza Girach, Patrick Evans
Credit Suisse Securities (Europe) Limited +44 20 7888 8888
- Nick Koemtzopoulos, Stephane Gruffat, Chris
Ennals
Joint Bookrunners
BNP Paribas +44 20 7595 2066
Rand Merchant Bank, a division of FirstRand Bank Limited +27 11 282 8000
The Standard Bank of South Africa Limited +44 20 3145 5000
Important notice
Each of Citigroup Global Markets Limited (“Citigroup”), Credit Suisse Securities (Europe) Limited (“Credit
Suisse”) and J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as
J.P. Morgan Cazenove) (“J.P. Morgan”), which are authorised by the Prudential Regulation Authority (the “PRA”)
and regulated by the FCA and the PRA in the United Kingdom, BNP PARIBAS (“BNP Paribas”), which is
supervised by the European Central Bank (the “ECB”) and the Autorité de Contrôle Prudentiel et de Résolution
(the “ACPR”) (and its London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited
regulation by the FCA and the PRA), Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”), which
is regulated by the South African Reserve Bank (the “SARB”) and the Financial Services Board (the “FSB”), The
Standard Bank of South Africa Limited (“Standard Bank”), which is regulated by the SARB and J.P. Morgan
Equities South Africa Proprietary Limited (“JPM SA”), which is regulated by the JSE (together with Citigroup,
Credit Suisse, J.P. Morgan, BNP Paribas, RMB and Standard Bank, the “Banks”), are acting exclusively for the
Company and no-one else in connection with the Offer and will not regard any other person (whether or not a
recipient of this announcement) as their respective clients in relation to the Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to their respective clients nor for giving
advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter
referred to herein.
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This announcement is not for publication or distribution, directly or indirectly, in or into or from Australia, Canada,
Japan or the United States (including its territories and possessions, any State of the United States and the
District of Columbia) or any jurisdiction where to do so would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to
any person in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for
the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the
securities referred to herein has not been and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the
United States.
In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and
any offer if made subsequently is addressed and 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.
This announcement does not constitute or form a part of, any offer or invitation to sell, or issue or any solicitation
of any offer or advertisement to purchase and/or subscribe for, Shares or any other securities of the Company in
South Africa, including an offer to the public (as defined in the South African Companies Act No. 71 of 2008
(“South African Companies Act”), as amended) for the sale of, or subscription for, or the solicitation of an offer
to buy and/or subscribe for, Shares 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
announcement is directed only at (i) selected persons falling within one of the specified categories set out in
section 96(1)(a) of the South African Companies Act or (ii) selected persons who acquire, as principal, for Shares
at a minimum aggregate acquisition price of R1 000 000, as envisaged in section 96(1)(b), of the South African
Companies Act (all such persons in (i) and (ii) being referred to as “relevant persons”), and to whom the Offer
will specifically be addressed, and only by whom the Offer will be capable of acceptance. The Offer and any other
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” or
“advertisement”, as contemplated by the South African Companies Act and no prospectus has been, or will be,
filed with the South African Companies and Intellectual Property Commission.
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 (the “FAIS Act”), as
amended and should not be construed as an express or implied recommendation, guide or proposal that any
particular transaction in respect of the 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. The Company is not a financial services provider as such term is defined in
the FAIS Act.
This announcement is not a prospectus and investors should not purchase any Shares referred to in this
announcement except on the basis of information in the Prospectus. Copies of the Prospectus will be available
from the Company’s registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United
Kingdom, the office of Bowman Gilfillan Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa and on
the Company’s website at http://investors.vivoenergy.com. Any purchase of Shares in the proposed Offer should
be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in
connection with the Offer. Before investing in the Shares, persons viewing this announcement should ensure that
they fully understand and accept the risks which will be set out in the Prospectus when published. The
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information in this announcement is for background purposes only and does not purport to be full or complete. 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 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 information in this announcement is subject to change. Information in this announcement or any of the
documents relating to the Offer cannot be relied upon as a guide to future performance. The price and value of
securities may go up as well as down. Persons needing advice should contact a professional adviser.
This announcement includes forward-looking statements, which are based on current expectations and
projections about future events. These statements may include, without limitation, any statements preceded by,
followed by or including words such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”,
“plan”, “project”, “will”, “can have”, “likely”, “should”, “would”, “could” and other words and terms of similar
meaning or the negative thereof. Forward-looking statements may and often do differ materially from actual
results. These forward-looking statements are subject to risks, uncertainties and assumptions about the
Company and its subsidiaries and investments, including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures and acquisitions. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and circumstances. 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 Group’s business, results
of operations, financial position, prospectus, growth or strategies and the industry in which it operates. Save as
required by law or by the Listing Rules of the FCA, each of the Company, the Banks and their respective
affiliates, as defined in Rule 501(b) of Regulation D of the U.S. Securities Act 1933, as amended, (“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.
Forward-looking statements speak only as of the date they are made.
The timetable, including the date of Admission, may be influenced by a range of circumstances such as market
conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on
the Company’s intentions in relation to Admission 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 does not constitute a recommendation concerning the Offer. The value of the
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.
In connection with the Offer of the Shares, each of the Banks and any of their Affiliates, acting as investors for
their own accounts, may take up a portion of the Shares in the Offer 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 the Company or related investments in connection with the Offer or otherwise. Accordingly,
references in the Prospectus, once published, to the Shares being offered, acquired, placed or otherwise dealt in
should be read as including any offer to, acquisition, placing or dealing by, the Banks and any of their Affiliates
acting in such capacity. In addition, the banks and any of their Affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which the Banks and any of their
Affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
None of the Banks nor 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 statement made or purported to be made
by it, or on its behalf, in connection with the Company, the Shares or the Offer or any other information relating to
the Group 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 this announcement or its contents or otherwise arising in
connection therewith. Each of the Banks and each of their respective Affiliates accordingly disclaim, to the fullest
extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or any such statement or information. No
representation or warranty express or implied, is made by any of the Banks or any of their respective Affiliates as
to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and
nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to
the past or future.
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
9
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, the Shares have been subject to a product approval process, which has
determined that such 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 Shares may decline
and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the 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, the Underwriters 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 Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and
determining appropriate distribution channels.
10
Date: 04/05/2018 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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