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Finalisation announcement and abridged pre-listing statement – listing of Mettle Investments on the Altx of the JSE
Tradehold Limited Mettle Investments Limited
(Registration number 1970/009054/06) (formerly Mettle Investments Proprietary
Incorporated in the Republic of South Africa Limited)
Share code: TDH (Registration number: 2008/002061/06)
ISIN: ZAE000152658 Incorporated in the Republic of South Africa
("Tradehold") Share code: MLE
ISIN: ZAE000257622
("Mettle Investments")
FINALISATION ANNOUNCEMENT AND ABRIDGED PRE-LISTING STATEMENT – LISTING OF
METTLE INVESTMENTS ON THE ALTERNATIVE EXCHANGE OF THE JSE LIMITED
1. Introduction
Tradehold shareholders are referred to the announcement released on the Stock Exchange
News Service (“SENS”) on 8 May 2018 (“Declaration Announcement”) in terms of which
Tradehold shareholders were advised that Tradehold will distribute 247 174 375 ordinary shares
in Mettle Investments (“Mettle Investments Shares”) to its shareholders (“the Distribution”) on the
basis of one Mettle Investments Share for every one Tradehold share held, and separately list
Mettle Investments on the Alternative Exchange (“Altx”) of the JSE Limited (“JSE”) (“the Listing”).
2. Abridged pre-listing statement
This abridged pre-listing statement is not an invitation to subscribe for Mettle Investments Shares
but is issued in compliance with the Listings Requirements of the JSE for the purpose of
providing information to the public with regard to the business and affairs of Mettle Investments.
The Mettle Investments pre-listing statement (“Pre-listing Statement”) is available on the
Tradehold and Mettle Investments websites at www.tradehold.co.za and
www.mettleinvestments.com, respectively.
3. Listing on the Altx
The JSE has granted Mettle Investments a listing by way of introduction in respect of
247 174 375 Mettle Investments Shares on the Altx under the abbreviated name "Mettle", symbol
"MLE" and ISIN ZAE000257622, with effect from the commencement of business on or about
Wednesday, 23 May 2018 or such later date as approved by the JSE. Mettle Investments will be
listed in the Speciality Finance sector of the Altx.
4. Overview of Mettle Investments
Mettle Investments is a financial services company with operations in South Africa (“SA”) and the
United Kingdom (“UK”). Mettle Investments’ SA operation is a specialist financial services
business that provides a range of financing, administration and advisory services for clients
ranging from large corporates to small and medium-sized enterprises (“SME”) and individuals.
Advisory services include corporate and specialised finance solutions and JSE sponsor services.
Financing solutions include invoice discounting and secured mezzanine lending. It also operates
in the debt administration and asset-backed debt collections markets.
In the UK, Mettle Investments’ subsidiary, Reward Investments (No. 2) Limited (“Reward”),
provides asset secured short and medium-term loans and invoice discounting to the UK SME
market. Reward’s strategy is to target SMEs that are not adequately serviced by traditional
banks. Reward’s loan sizes range between £50,000 and £2 million per loan and loan periods vary
between two and 24 months. Reward’s highly skilled and experienced directors and staff
differentiate themselves through high service levels and quick decision making, providing Reward
with a competitive edge and allowing it to charge a premium for its funding without taking
unnecessary credit risk.
In addition to the above, Mettle Investments holds investments in incremental housing finance,
solar financing and a number of smaller early stage financial services orientated opportunities
with significant growth potential in market sectors where Mettle Investments can add value.
5. Rationale for listing
Tradehold, whose asset base is predominantly property asset focused, has decided to separately
list its financial services businesses on the Altx . The Distribution and Listing will provide
Tradehold shareholders with better visibility of these businesses, whilst providing Tradehold
shareholders with the opportunity to participate directly through a separate listing.
The Tradehold board of directors has determined that, with competing management and funding
demands of a geographically and technically diversified group, Tradehold and Mettle Investments
will benefit from more focused and fully dedicated executive management that is directly
accountable to a similarly focused and dedicated board of directors.
The separation of Tradehold and Mettle Investments will enable these two companies to operate
in a more efficient and commercially effective manner, thereby enabling each of them to achieve
their respective strategic goals.
The separation will be achieved through Tradehold distributing the its 247 174 375 Mettle
Investments Shares pro rata to Tradehold shareholders by means of a foreign dividend in specie,
as defined in the Income Tax Act 58 of 1962, as amended. The Distribution will be on the basis of
one Mettle Investments Share for every one Tradehold share, reflected as being held by each
Tradehold shareholder on the record date of the Distribution. No fractions of Mettle Investments
Shares will be distributed.
Both Tradehold and Mettle Investments will remain South African registered companies with their
shares listed on the JSE main board and on the Altx, respectively.
6. Strategy
Mettle Investments is primarily invested in a portfolio of specialist lending and related services
businesses. Historically the businesses within Mettle Investments have had strong growth and
whilst it is expected that this organic growth can continue, emphasis will be placed on ensuring
that growth is well considered and unnecessary risks are not taken.
At the same time opportunities for acquisitive growth will always be considered. Within the
specialised lending market, Mettle Investments’ strategy will be to leverage off its core skills by
being a catalyst for consolidation in its identified key markets, both in SA and the UK. The nature
of specialised lending is that successful start-up companies typically outgrow the funding
capability of the entrepreneurs who start the business. This need for funding will create
opportunities for Mettle Investments to make acquisitions. These acquisitions may initially take
the form of significant minority stakes but with a plan for ultimately acquiring control.
In addition to its focus on specialised lending, Mettle Investments will look to invest in other
growth markets including, but not limited to, renewable energy and financial technology.
7. Share capital
Mettle Investments’ authorised and issued share capital after the completion of the Listing and
the Distribution, will be as follows:
Stated capital
R
Authorised share capital
500 000 000 ordinary shares with no par -
value
Issued share capital
247 174 375 ordinary shares with no par 545 772 938
value
All Mettle Investments Shares in issue shall rank pari passu with each other in all respects,
including in respect of voting rights and dividends.
8. Mettle Investments directors
The full names, ages, capacities, business addresses, and nationalities of the directors of Mettle
Investments are provided below:
Hendrik Frederik Prinsloo
Age 55
Nationality South African
Business address 1st floor, Fedgroup House, Willie van Schoor Avenue, Bellville, SA
Position Chief Executive Officer
Thomas More Flannery
Age 57
Nationality British
Business address Central House, 47 St Paul’s Street, Leeds, LS1 2TE, UK
Position Non-independent Executive Director
Justin John Rookledge
Age 41
Nationality South African
Business address 1st floor, Fedgroup House, Willie van Schoor Avenue, Bellville, SA
Position Chief Financial Officer
Hermanus Roelof Willem Troskie
Age 47
Nationality Dutch
Business address 58 rue Charles Martel, L-2134 Luxembourg
Position Lead Independent Non-Executive Director
Friedrich Hans Esterhuyse
Age 48
Nationality South African
Business address 3rd floor, Pepkor Building, 36 Stellenberg Road, Parow Industria, SA
Position Non-Executive Chairman
Marco Van Zyl Wentzel
Age 38
Nationality South African
Business address 3rd floor, Pepkor Building, 36 Stellenberg Road, Parow Industria, SA
Position Independent Non-Executive Director
Bruce Andrew Chelius
Age 49
Nationality South African
Business address 1 Richefond Circle, Ridgeside Office Park, Umhlanga, 4320, SA
Position Independent Non-Executive Director
9. Posting of the Pre-listing Statement
The Pre-listing Statement, setting out the full details of the Listing and the Distribution, will be
posted to Tradehold shareholders on Wednesday, 16 May 2018.
10. Conditions precedent
Tradehold is pleased to inform its shareholders that all conditions precedent to the Listing have
been fulfilled. Accordingly, Tradehold will now proceed to implement the Listing and Distribution
in accordance with the terms set out in the Declaration Announcement.
11. Salient dates and times relating to the Listing and the Distribution
Tradehold shareholders are advised that the salient dates and times relating to the Listing and
Distribution remain unchanged from those disclosed in the Declaration Announcement.
The expected salient dates relating to the Listing and Distribution are set out below:
2018
Abridged Pre-listing Statement and finalisation announcement
Monday, 14 May
published on SENS on
Abridged Pre-listing Statement and finalisation announcement
Tuesday, 15 May
published in the press on
Pre-listing Statement posted to Tradehold shareholders on Wednesday, 16 May
Last day to trade for Tradehold shareholders to be entitled to
Tuesday, 22 May
participate in the Distribution on
Listing date of Mettle Investments on Altx at commencement of trade at
Wednesday, 23 May
09:00 on
Tradehold shares commence trading "ex" their entitlement to the
Wednesday, 23 May
Distribution on
Record date for the Distribution on Friday, 25 May
Mettle Investments Shares credited to the accounts of Tradehold
shareholders at their central securities depository participants/brokers Monday, 28 May
on
Notes:
1. These dates and times are subject to change. Any material changes to the above dates will
be released on SENS and published in the South African press.
2. All times referred to in this Pre-listing Statement are times in South Africa.
3. Tradehold shares may not be dematerialised or rematerialised between Wednesday, 23 May
2018 and Friday, 25 May 2018, both days inclusive.
12. Copies of the Pre-listing Statement
Additional copies of the Pre-listing Statement may be obtained during normal business hours from
the date of issue of this Pre-listing Statement, for a period of 10 business days thereafter, from
Mettle Investments, Questco Corporate Advisory Proprietary Limited and Rand Merchant Bank, a
division of FirstRand Bank Limited, at the following physical addresses:
Mettle Investments: 1st Floor, FedGroup Place, Willie van Schoor Avenue, Belville, 7530
Questco Corporate Advisory Proprietary Limited: Yellowwood House, Ballywoods Office Park, 33
Ballyclare Drive, Bryanston, 2191
Rand Merchant Bank, a division of FirstRand Bank Limited: 1 Merchant Place, Corner Fredman
Drive and Rivonia Road, Sandton, 2196
The Pre-listing Statement may also be obtained on the Tradehold and Mettle Investments
websites at www.tradehold.co.za and www.mettleinvestments.com, respectively.
Cape Town
14 May 2018
JSE Sponsor to Tradehold
Mettle Corporate Finance Proprietary Limited
JSE Designated Advisor to Mettle Investments
Questco Corporate Advisory Proprietary Limited
Joint financial advisors
Rand Merchant Bank, a division of FirstRand Bank Limited
Mettle Corporate Finance Proprietary Limited
Transaction legal advisors
Cliffe Dekker Hofmeyr Inc.
Joint independent reporting accountants
PricewaterhouseCoopers Inc
BDO Cape Incorporated
Date: 14/05/2018 05:44:00 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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