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Offer for sale of ‘N’ ordinary shares by major shareholders
SABVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003753/06)
Share code: SBV – ordinary shares / SVN – ‘N’ ordinary shares
ISIN: ZAE000006417 – ordinary shares / ISIN: ZAE000012043 – ‘N’ ordinary shares
("Sabvest” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM
AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
OFFER FOR SALE OF ‘N’ ORDINARY SHARES BY MAJOR SHAREHOLDERS
Sabvest has been notified that two of its long-standing, passive, offshore shareholders intend to offer their ‘N’ ordinary
shares for sale to qualifying investors through a bookbuild placement (the “Placement” or “Offer”) to be managed by
Rand Merchant Bank (a division of FirstRand Bank Limited) (“RMB”), subject to a placement agreement that has been
entered into between the Sellers (as defined below) and RMB, which contain customary terms and conditions.
Valderoma Investments SA and Caraway Group Inc (collectively the “Sellers”) intend to sell up to 16 650 276 ‘N’
ordinary shares (“Offer Shares”). The Placement represents 58.8% of total issued ‘N’ ordinary issued shares and
36.8% of the total issued share capital of Sabvest net of treasury shares.
The Offer Shares will be offered at fixed price of ZAR 34.60 per share and is exclusive of the declared interim dividend
of ZAR 0.32 per share. Shareholders are referred to the Interim Results announcement released by Sabvest on 20 July
2018 which records the net asset value (“NAV”) per share at 30 June 2018 as ZAR 54.58 per share. The Placement
price is accordingly at a discount of 36.6% to NAV per share at that date.
The Offer will be made to qualifying institutional investors outside the United States in reliance on Regulation S under
the U.S. Securities Act of 1933, as amended (the “Securities Act”). In South Africa, the Offer will be made to, and
capable of acceptance by, (i) institutional investors who fall within one of the specified categories listed in section
96(1)(a) of the South African Companies Act, No. 71 of 2008 (as amended) (the “Companies Act”) or (ii) persons
qualifying pursuant to section 96(1)(b) of the Companies Act.
The Offer is expected to remain open for an extended period in order to accommodate private client investors and is
expected to close on Wednesday, 15 August 2018 or at such earlier date as may be decided by the Sellers and RMB.
The pricing and allocations in respect of the Offer are at the absolute discretion of the Sellers.
No change of control or offer to shareholders can result from the Placement. The controlling shareholder of Sabvest
will remain The Seabrooke Family Trust.
Sabvest is of the view that the Placement will be beneficial to all Sabvest shareholders and the Company. It will
materially increase the free float to 64.5% of the total shares in issue and will result in an expanded and diversified
shareholder base, which is expected to result in improved liquidity in the ‘N’ ordinary shares. It will also enable the
board of directors of the Company to consider share issues as a future practical funding alternative for new investments
where the value exchange in the capital allocation decision is compelling, and thereby increase the size of Sabvest’s
investment universe.
Sandton
25 July 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Notice to Recipients
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of the United States and the District of Columbia), Canada,
Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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. No action has
been taken that would permit an offering of the securities or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required. Neither this announcement nor the offer constitute an offer of, or
an invitation to purchase, any securities of Sabvest in any jurisdiction.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe
for securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not
be registered under the Securities Act, and may not be offered or sold, directly or indirectly, in the United States, absent
registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities
Act. No public offering of securities is being made in the United States or in any other jurisdiction. This announcement
and the offer do not and is not intended to constitute an offer to the public in South Africa, as contemplated in section
95(1)(h) of the Companies Act. In South Africa this announcement is only being distributed to, and is only directed at,
and any investment or investment activity to which this announcement relates is available only to, and will be engaged
in only with, persons in South Africa who fall within the categories of persons set out in section 96(1)(a) of the
Companies Act, or persons qualifying pursuant to section 96(1)(b) of the Companies Act. Neither this announcement
nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African
Financial Markets Act, 2012, and/or South African Financial Advisory and Intermediary Services Act, 2002, by RMB.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a
“Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively 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
Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this announcement relates is available only to, and
will be engaged in only with, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the
UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant
persons should not take any action on the basis of this announcement and should not act or rely on it.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by RMB (acting in such capacity) or by any of its respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Any investment decision in connection with the offer must be made on the basis of all publicly available information
relating to Sabvest and the Offer Shares which has not been independently verified by RMB. 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 for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with
an investment in Sabvest or the Offer Shares. Any investment decision to acquire securities pursuant to the offer must
be made solely on the basis of publicly available information. Any such information has not been independently verified
by RMB.
This announcement does not represent a definitive agreement to proceed with the offer and, accordingly, there can be
no certainty that the offer will proceed or the terms of the offer may be varied.
In connection with the offer of the Offer Shares, RMB and any of its affiliates acting as an investor for its own account
may take up a portion of the Offer Shares as a principal position and in that capacity may retain, purchase or sell for
their own account such Offer Shares. In addition, they may enter into financing arrangements and swaps with investors
in connection with which they may from time to time acquire, hold or dispose of Offer Shares. They do not intend to
disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
Date: 25/07/2018 10:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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