Wrap Text
Abridged Pre-Listing Statement of Motus
Motus Holdings Limited
(Previously Motus Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2017/451730/06
Share code: MTH ISIN: ZAE000261913
Incorporated on 12 October 2017
("Motus" or "the Company")
NOTHING IN THIS ANNOUNCEMENT CONSTITUTES (OR FORMS PART OF) ANY OFFER FOR
THE SALE OF, OR SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF IMPERIAL OR MOTUS IN ANY JURISDICTION.
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS IN ANY SUCH
JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR
DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS.
FAILURE TO COMPLY WITH THE APPLICABLE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
ABRIDGED PRE-LISTING STATEMENT OF MOTUS – LISTING OF MOTUS ON THE MAIN BOARD
OF THE JSE LIMITED
1. INTRODUCTION
This announcement should be read together with the announcement released by Imperial Holdings
Limited (“Imperial”) on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on
17 September 2018 in relation to the proposed unbundling (“Unbundling”) of Imperial’s automotive
business housed in its wholly-owned subsidiary, Motus Holdings Limited (“Motus”); and the
simultaneous listing of Motus (the “Listing”) in the Specialty Retailers sector on the Main Board of
the securities exchange operated by the JSE Limited (“JSE”) (collectively, the “Transaction”)
This abridged Pre-Listing Statement is not an invitation to subscribe for shares in Motus, 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 Motus as at the time of the
Listing.
2. RATIONALE FOR THE UNBUNDLING AND LISTING OF MOTUS
The transformation and development of Imperial in recent years has been directed at value creation
through strategic clarity, managerial focus and shareholder insight. The first has been achieved
through portfolio rationalisation, the second through organisation structure and the third through
disclosure. This approach confirmed the absence of operational synergies and resulted in the
rapid establishment of Imperial Logistics (being the logistics operations of Imperial, excluding
Motus) (“Imperial Logistics”) and Motus as two large independent businesses. Both are managed
and reported on separately, with separate chief executive officers, boards of directors and
executive committees, with decreasing functional support from the holding company. To entrench
the independence and focus of Imperial Logistics and Motus further, most of the functions of the
Imperial Holdings head office were systematically devolved to the two businesses. Pursuant to
more efficient capital and funding structures, significant effort ensured that each business unit
achieved appropriately geared independent and self-sustaining balance sheets as evidenced by
the consolidated results for the year ended 30 June 2018.
After due consideration to whether the long-term prospects of Imperial Logistics and Motus will be
enhanced by them being separately listed, the board of directors of Imperial (“Board”) approved
the external separation of the two businesses through the unbundling of Motus. The Unbundling
will enable Motus to operate in a more focused and efficient manner, allowing the Company to
achieve its strategic goals, be separately accountable to debt and equity providers and unlocking
value for shareholders over the long term. The Unbundling will also provide Imperial Shareholders
with the opportunity to participate directly in Imperial Logistics and/or Motus.
The Transaction will be underpinned by the following:
• providing Motus with the platform to pursue independent strategic initiatives, with enhanced
flexibility and efficiency;
• enhancing the ability to mitigate and manage specific risks and challenges faced by Motus
and proactively react to changes within the specific market segments, industries and
economic landscapes in which it operates;
• enabling the management team to express entrepreneurial flair, including the identification
and execution of acquisition opportunities, locally and abroad, with direct responsibility and
accountability for performance and growth;
• providing the management team with direct access and accountability to the equity and debt
markets, with the appropriate capital structure to support its strategies on a long term
sustainable basis, and the ability to raise funding independently;
• on implementation of the Transaction, Motus will be positioned to have a self-sufficient capital
structure, with an optimal mix of debt and equity on a standalone basis and within the industry
in which it operates, to facilitate growth, provide flexibility and maintain sufficient liquidity and
headroom; and
• providing greater insight to investors with regard to the nature of the activities and geographies
within which Motus operates, the intrinsic value of the business, and facilitating discretionary
investment in an independent and dedicated business unit with greater comparability to
focused and best-in-class peers.
3. OVERVIEW OF MOTUS
Motus is a diversified (non-manufacturing) business in the automotive sector with unrivalled scale
and scope in South Africa, and a selected international presence, primarily in the United Kingdom
(“UK”) and Australia. Motus’ unique business model is fully integrated across the motor value chain
- import and distribution, retail and rental, motor-related financial services and aftermarket parts.
This business model provides diversified service offerings, significant annuity earnings underpin,
maximises revenue and income opportunities, and provides returns in excess of its weighted
average cost of capital, enabling Motus to maintain sustainable free cash flow and pay an attractive
dividend.
Supported by over 18 300 employees and as Southern Africa’s largest vehicle group, Motus’ key
investment highlights include:
• Unique fully integrated business model across the Automotive value chain: import and
distribution, retail and rental, motor- related financial services, and aftermarket parts;
• Diversified service provider to the Automotive sector (non-manufacturing) with a leading
position in South Africa and selected international presence (UK and Australia);
• Strong exposure to annuity income streams, sustainable free cash flow generation with best-
in-class earnings, providing a platform for an attractive dividend yield;
• Unrivalled scale underpinning a differentiated value proposition to original equipment
manufacturers (OEMS), customers and business partners, providing multiple customer touch
points which supports resilience and customer loyalty through the entire vehicle ownership
cycle;
• Defined organic growth trajectory through portfolio optimisation, continuous operational
enhancements and innovation, with a selected acquisition growth strategy outside South
Africa; and
• Highly experienced management team with deep industry knowledge of regional global
markets, and a proven track record with years of collective experience, and a strong
independent Board.
4. STRATEGY
Motus’ founding objective is to penetrate the automotive value chain excluding manufacturing, with
competitive products and services that maximise the share of the customer’s vehicle expenditure
and engender loyalty. Motus’ physical and online retail outlets and support facilities are located in
areas that ensure optimal customer access and organisation efficiency.
Motus aims to create value for its customers and build market share through relevant, innovative
products and exceptional service at competitive prices. The Company aims to deliver returns to
shareholders through operational alignment, collaboration across the supply chain, and the
reduction of complexity, duplication, expenses and capital employed, while managing currency
risk. Motus’ progress and performance is delivered by a diverse complement of highly competent
and experienced individuals and teams.
Motus is positioned to maintain its leading automotive retail market share in South Africa and grow
in selected international markets. Motus aims to sustain best-in-class earnings, targeted returns
and high free cash flow generation, providing a platform for a consistent dividend pay-out through
the cycle.
Motus has a strategic focus on deepening its competitiveness and relevance across the automotive
value chain, by driving organic growth through optimisation and innovation, with selective
acquisitive growth outside South Africa.
The achievement of its vision and related aspirations for financial performance, market
performance and innovation is supported by clearly defined strategic initiatives at a group and
segment level.
Motus’ strategic objectives are underpinned by its strategic pillars which include:
• optimising the portfolio by evaluating the relevance of the markets Motus competes in;
• growing competitive market share and achieve economies of scale in selected international
markets through acquisitions that complement Motus’ existing networks and benefit from the
transfer of expertise;
• driving innovation;
• improving technology solutions; and
• investing in human capital and change management.
5. PRO FORMA FINANCIAL EFFECTS OF THE LISTING
Based on Motus’ consolidated audited results for the 12 months ended 30 June 2018 (of which full
details are set out in the Pre-Listing Statement of Motus), the pro forma financial effects of the
Listing on the earnings per share (“EPS”), headline earnings per share (“HEPS”), diluted EPS,
diluted HEPS, net asset value (“NAV”) and tangible NAV (“NTAV”) of Motus are set out below.
These financial effects are prepared for illustrative purposes only in order to assist shareholders
to assess the impact of the Listing and, because of their nature, may not give a fair presentation
of Motus’ financial position after the Listing nor the effect of the Unbundling on Motus’ results of
operations.
The summarised pro forma financial effects have been prepared in accordance with the recognition
and measurement principles of International Financial Reporting Standards, the accounting
policies adopted by Motus as at 30 June 2018 and the Revised SAICA Guide on Pro Forma
Financial Information and the Listings Requirements.
The pro forma financial effects are the responsibility of the board of directors of Motus. The material
assumptions used in the preparation of the pro forma financial effects are set out in in the notes
following the table below.
Results
before Increased Increased Treasury Results
pro costs of costs as Decreased shares to Reallocation after pro
forma share listed funding be received Issue to of debt to Dividend forma
effects1 schemes2 entity3 costs4 by Motus5 Ukhamba6 long term7 declared8 effects
NAV per 5 762 (9) - - 18 - - (201) 5 747
ordinary share
(cents)
NTAV per 5 153 (9) - - 18 - - (201) 5 118
ordinary share
(cents)
EPS basic 1 162 (1) (11) 5 - (88) - - 1 101
(cents)
EPS diluted 1 162 (1) (11) 5 - (88) - - 1 076
(cents)
HEPS basic 986 (1) (11) 5 - (88) - - 920
(cents)
HEPS diluted 986 (1) (11) 5 - (88) - - 899
(cents)
Shares in issue, 202,0 - - - (2,2) (4) - - 195,8
net of shares
repurchased
Weighted 202,0 - - - (2,2) (4) - - 195,8
average shares
in issue for
basic9
Weighted 202,0 - - - (2,2) 0.5 - - 200,3
average shares
in issue for
diluted9
Notes to the pro forma financial effects:
1. The “Results before pro forma effects” have been extracted from the report of historical financial
information of Motus for the twelve months ended 30 June 2018 without adjustment.
2. This is the transitional cost relating to the existing Deferred Bonus Plan share scheme as the
settlements for 2019 and 2020 post Unbundling will be in shares of both Imperial and Motus. This
requires the ongoing trueing up of the liability, in respect of the Imperial shares to be delivered to
the share price of the Imperial shares which is assumed to grow by 8% for the year. The impact of
the increased liability will be reduced by the fair value benefit of the Imperial shares resulting in an
increased cost of R2 million, with the related tax impact of R1 million. The final impact could be
higher if the combined share price immediately post the Unbundling is higher than the Imperial
share price immediately prior to the Unbundling. This assumes that the Unbundling is effective 1
July 2017. The initial liability of R18 million for delivery of Imperial shares to Motus participants is
recognised against the share based equity reserve.
3. This is the ongoing impact of the increased costs of being a separately listed entity being the
difference between the administration fees (R119 million) no longer charged by the Imperial group
head office and the additional costs of being listed separately (R150 million). The tax impact of
which is R9 million calculated at a tax rate of 28%. This assumes that the Unbundling is effective
1 July 2017. The actual listing costs of Motus are borne by Imperial. There is no impact on the
financial position as the Unbundling is assumed to be 30 June 2018.
4. Currently Motus has access to facilities which are utilised to fund the Imperial group's combined
operations by advancing inter-group loans to the operating entities. After Unbundling, Imperial and
Motus will have separate facilities with an appropriate mix of long and short term repayment
profiles. The actual impact on funding will depend on how Motus' treasury department draws down
on the facilities and the exact mix of funding. Based on a similar funding mix to that currently in
place, it is estimated that the blended cost of funding will decrease by R15 million and is of a
continuing nature. The tax impact of which is at 28%. There is no impact on the financial position
as the Unbundling is assumed to be 30 June 2018.
5. When Motus is Unbundled, Imperial will receive one Motus share for every Imperial share owned
as treasury shares. Motus will have rights to the Motus and Imperial shares to hedge its obligations
to settle share incentive schemes based on its share of the obligations. Motus' share of the Imperial
shares received will be classified as an investment and fair valued through profit or loss. The
number of shares in issue will reduce by the Motus shares received from Imperial and impact the
weighted average shares in issue. This will result in an increase in EPS and HEPS and results in
the adjustments to EPS and HEPS reflected in the table above not adding to the total column. All
Motus shares will be owned as treasury shares. 2 156 457 shares will be issued at R126,66 per
share.
6. Motus will issue 5.8 million deferred ordinary shares to Ukhamba Holdings Proprietary Limited
(“Ukhamba”) being a Black Economic Empowerment partner of Motus. These shares will be issued
at their par value of 4 cents which is below their market value. As these shares are issued to
improve Motus’ Black Economic Empowerment credentials, there is a once-off share based equity
cost that needs to be recognised of R178 million. The Motus deferred ordinary shares issued to
Ukhamba are included in the weighted average number of shares in issue, and Motus silences the
total number of Motus shares owned by Ukhamba attributable to Motus based on its 46.9%
shareholding.
7. Borrowing facilities have been managed by Imperial as at 30 June 2018. These facilities are being
replaced by Motus, following the proposed and approved Unbundling of Motus from Imperial.
8. Final dividend of R407 million declared to Imperial post year-end.
9. Assumed to be the number of shares in issue at date of the Unbundling.
10. There are no other post balance sheet events which require adjustments to the pro forma financial
effects.
6. LISTING ON JSE
The JSE has granted Motus a listing by way of introduction of all its issued ordinary shares on the
Main Board of the JSE under the abbreviated name “Motus”, share code “MTH” and ISIN
ZAE000261913 with effect from the commencement of trade on Thursday, 22 November 2018
(“Listing Date”). Motus will be listed in the “Specialty Retailers” sector.
7. SHARE CAPITAL
As at the Listing Date, the total authorised stated capital of Motus will comprise 394 999 000
ordinary shares with no par value, 10 000 000 deferred ordinary shares with no par value, 40 000
000 preference shares with no par value, and 2 000 000 redeemable preference shares with no
par value and the issued stated capital of Motus will be 201 971 450 ordinary shares with no par
value, which will be listed on the JSE, and 7 669 360 deferred ordinary shares with no par value,
which will not be listed.
All the ordinary shares in Motus rank pari passu in all respects, there being no conversion or
exchange rights attaching thereto and have equal rights to participate in capital, dividend and profit
distributions by Motus.
8. MOTUS DIRECTORS
The details of the executive directors of Motus are provided below:
Osman Suluman Arbee
Position: Chief Executive Officer
Qualifications: Bachelor of Accounting, Chartered Accountant (South Africa),
Higher Diploma Taxation
Appointed: October 2017
Years at Imperial: 14
Age: 59
Nationality: South African
Business address: 1 Van Buuren Road, Bedfordview
Committees: Invitee to the Social, Ethics and Sustainability Committee
Invitee to the Audit and Risk Committee
Invitee to the Nomination Committee
Invitee to the Remuneration Committee
Invitee to the Asset and Liability Committee
Experience: Osman was appointed as the Chief Executive Officer (“CEO”)
of Motus on 1 March 2017. He has been with Imperial since
September 2004, and during this period, he has been the Chief
Financial Officer (“CFO”) of Imperial, CEO of the then Car
Rental and Tourism segment, and the chairperson of the
Aftermarket Parts and the Automotive Retail divisions. Osman
is a member of various Imperial subsidiary and divisional
boards, including the UK and Australia, chairman of the
Imperial Medical Aid Fund and a trustee of the Imperial and
Ukhamba Community Development Trust. He was appointed
to the Imperial Board in July 2007 and served as CFO of
Imperial Holdings from 1 July 2013 to 28 February 2017. Prior
to joining Imperial, Osman was a senior partner at Deloitte &
Touche where he spent 23 years in various roles, which
included being a board and executive committee member.
Ockert Jacobus Janse van
Rensburg
Position: Chief Financial Officer
Qualifications: Bachelor of Commerce Accounting (Honours), Chartered
Accountant (South Africa), Higher Diploma Company Law
Appointed: October 2017
Years at Motus: 3
Age: 45
Nationality: South African
Business address: 1 Van Buuren Road, Bedfordview
Committees: Invitee to the Social, Ethics and Sustainability Committee
Invitee to the Audit and Risk Committee
Invitee to the Nomination Committee
Invitee to the Remuneration Committee
Invitee to the Asset and Liability Committee
Experience: Ockert joined Imperial in January 2015, and was appointed as
CFO of Motus in January 2017. Prior to joining Imperial, he
was the CFO of Foodcorp Holdings, a multinational food
manufacturer and distributor. Prior to joining Foodcorp, he
held the position as partner of PricewaterhouseCoopers Inc.
Ockert is a member of various Motus subsidiary and divisional
boards, including the UK and Australia, a trustee of the Group
Medical Aid Fund and Retirement funds.
The details of the non-executive directors of Motus are provided below:
Graham Wayne Dempster
Position: Independent Non-Executive Chairman
Qualifications: Bachelor of Commerce Accounting (Honours), Chartered
Accountant (South Africa), Advanced Management Program
(Harvard Business School)
Appointed: August 2018
Age: 63
Nationality: South African
Business address: 1 Van Buuren Road, Bedfordview
Committees: Chairman of the Nomination Committee
Chairman of the Asset and Liability Committee
Member of the Remuneration Committee
Invitee to the Audit and Risk Committee
Experience: Graham was appointed to the Imperial Board on 24 February
2015 and is a member of the Audit and Investment
Committees of Imperial and the Chairman of the Imperial
Asset and Liability Committee. He is a non-executive director
of Telkom, and Sun International AECI and the Independent
Non-Executive Chairman of Long4Life Limited. Graham was
an executive director of Nedbank Group Limited and Nedbank
Limited and retired in May 2014 with over 30 years’ service in
the Nedbank Group.
Phumzile Langeni
Position: Independent Non-Executive Director
Qualifications: Bachelor of Commerce Accounting (Honours)
Appointed: August 2018
Age: 44
Nationality: South African
Business address: VDARA Suites, 1st Floor, 41 Rivonia Road, Sandhurst,
Johannesburg
Committees: Member of the Nomination Committee
Member of the Remuneration Committee
Member of the Audit and Risk Committee
Member of the Social, Ethics and Sustainability Committee
Experience: Phumzile is executive chairman of Afropulse Group
(Proprietary) Limited, non-executive chairman of the
Mineworkers Investment Company (Pty) Limited and Primedia
Holdings. Phumzile also serves as an independent non-
executive director on some companies listed on the JSE,
among others Massmart Holdings Limited and Redefine
Properties Limited. Phumzile was appointed on 16 April 2018
by His Excellency Cyril Ramaphosa, the President of the
Republic of South Africa as one of four special investment
envoys tasked with raising US$100 billion over a five-year
period. Phumzile previously served as an economic adviser to
the former Minister of Minerals and Energy, Ms BP Sonjica.
She was appointed to the Imperial Board in June 2004.
Ashley (Oshy) Tugendhaft
Position: Non-Executive Director and Deputy Chairman
Qualifications: Bachelor of Arts, Legum Baccalaureus
Appointed: August 2018
Age: 70
Nationality: South African
Business address: 20th Floor, Sandton City Office Towers, Sandton,
Johannesburg
Committees: Chairman of the Remuneration Committee
Member of the Nomination Committee
Experience: Oshy is the Senior Partner of Tugendhaft Wapnick Banchetti
& Partners, a leading Johannesburg niche law firm. He is also
a non-executive director and chairman of Alviva Holdings
Limited (formerly Pinnacle Technology Holdings Limited). He
was appointed to the Imperial Board in April 1998 and as
deputy chairperson in March 2008.
Thembisa Skweyiya
Position: Independent Non-Executive Director
Qualifications: BProc, LLB, LLM, Higher Diploma Tax
Appointed: September 2018
Age: 45
Nationality: South African
Business address: 71 Pearl Reef, The Pearls, 6 Lagoon Drive, Umhlanga, Durban
Committees: Member of the Audit and Risk Committee
Experience: Thembisa is an admitted attorney to the New York State Bar,
USA.
She is the past chairperson of Ukhamba Holdings, an
empowerment shareholder in Imperial. She is an executive
director of Skweyiya Investment Holdings (Proprietary) Limited
and Theshka (Proprietary) Limited. She is currently a director
of Famous Brands Limited and Sumitomo Rubber South
Africa.
Roderick (Roddy) John Alwyn
Sparks
Position: Independent Non-Executive Director
Qualifications: Bachelor of Commerce (Honours), Chartered Accountant
(South Africa), Master of Business Administration
Appointed: September 2018
Age: 59
Nationality: South African
Business address: 14 Welbeloond Road, Constantia, 7806
Committees: Member of the Audit and Risk Committee
Experience: Roddy is a former managing director of Old Mutual South
Africa and Old Mutual Life Assurance Company (SA), and the
former chairperson of Old Mutual Unit Trusts, Old Mutual
Specialised Finance and Old Mutual Asset Managers (SA). He
is a non-executive director of Truworths International, the lead
independent director of Trencor and chairs the board of
advisers of the University of Cape Town College of
Accounting.
The directors who will join the board of directors of Motus on 2 January 2019 are:
Saleh Mayet
Position: Independent Non-Executive Director
Qualifications: Bachelor of Accounting, Chartered Accountant (South Africa)
Appointed from: January 2019
Age: 62
Nationality: South African
Business address: 1 Van Buuren Road, Bedfordview
Committees: Chairman of the Audit and Risk Committee
Member of the Social, Ethics and Sustainability Committee
Member of the Assets and Liabilities Committee
Experience: Saleh is a non-executive director and finance professional with
well over 3 decades’ experience in the Anglo American group
in South Africa and the United Kingdom. Saleh retains
extensive expertise across the full spectrum of corporate
activities, including strategy, driving value initiatives with key
stakeholders. Saleh is also a member of the SA CEO’s forum,
providing key leadership, direction and strategy to the South
African corporate office and region.
Mfondiso Johnson Ntabankulu
Njeke
Position: Independent Non-Executive Director
Qualifications: BCompt (Hons), Chartered Accountant (South Africa), Higher
Diploma Tax Law
Appointed from: January 2019
Age: 60
Nationality: South African
Business address: 1 Van Buuren Road, Bedfordview
Committees: Chairman of the Social, Ethics and Sustainability Committee
Member of the Assets and Liabilities Committee
Experience: Johnson is the lead independent director of Sasol Limited,
independent chairman of MMI Holdings Limited, a non-
executive director of Datatech Limited and the chairman of the
Hollard Foundation Trust, and a board member since 2009.
He is the chairman of Silver Unicorn Trading 33 (Proprietary)
Limited and Silver Unicorn Coal and Minerals (Proprietary)
Limited. He is also a director of NM Rothschild (SA)
(Proprietary) Limited, Compass Group (SA) (Proprietary)
Limited, Teamcor Limited, First Lifestyle Holdings, Nkunzi
Investment Holdings (Proprietary) Limited and is lead
independent director at Delta Property Fund Limited since
April 2017. He is also a director of the Council of the University
of Johannesburg, the South African Qualifications Authority
and the Black Management Forum Investment Company
Limited.
Following the above appointments, Thembisa Skweyiya and Roddy Sparks will resign as
Independent Non-Executive Directors effective 2 January 2019.
9. POSTING OF THE PRE-LISTING STATEMENT
Motus will be issuing its Pre-Listing Statement to Imperial shareholders on 27 September 2018,
and Imperial will be posting a circular to Imperial shareholders setting out the full details of the
Unbundling and the Listing and convening the general meeting of Imperial shareholders to approve
the resolutions required to approve implementation of the Unbundling and the matters related
thereto (“Imperial General Meeting”).
10. SALIENT DATES RELATING TO THE UNBUNDLING AND LISTING
The salient dates relating to the Unbundling and the Listing are set out below:
2018
Abridged Pre-Listing Statement published on SENS Wednesday, 26 September
Pre-Listing Statement posted to shareholders Thursday, 27 September
Circular posted to Imperial shareholders Thursday, 27 September
Abridged Pre-Listing Statement published in the South African press Thursday, 27 September
Last day to trade in Imperial shares in order to be eligible to Tuesday, 16 October
participate and vote at the Imperial General Meeting
Record date in order to participate and vote at the Imperial General Friday, 19 October
Meeting
Form of proxy (yellow) for the Imperial General Meeting to be Monday, 29 October
received by 10:00 (CAT). Alternatively, this may be handed to the
chairperson of the Imperial General Meeting prior to commencement
of the Imperial General Meeting on Tuesday 30 October
Last day for any shareholder to deliver a written notice to Imperial, Tuesday, 30 October
objecting to the requisite special resolution in terms of section 115 of
the Companies Act, in accordance with section 164(3) of the
Companies Act before the special resolution is to be voted on at the
Imperial General Meeting
Imperial General Meeting held at 10:00 (CAT) Tuesday, 30 October
Results of Imperial General Meeting released on SENS Tuesday, 30 October
Results of Imperial General Meeting published in the South African Wednesday, 31 October
press
Publication of finalisation information Wednesday, 14 November
Last day to trade for Imperial ordinary shareholders to be entitled to Wednesday, 21 November
participate in the Unbundling
Listing of Motus ordinary shares on the JSE under the share code Thursday, 22 November
MTH and ISIN ZAE000261913 expected at commencement of trade
Imperial ordinary shares commence trading “ex” entitlement to Motus Thursday, 22 November
ordinary shares
Record date for the Unbundling Monday, 26 November
Motus ordinary shares unbundled to shareholders Tuesday, 27 November
Accounts at CSDPs/Brokers updated Tuesday, 27 November
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 shown in this abridged Pre-Listing Statement are South African times.
3. Imperial shares may not be dematerialised or rematerialised between Thursday, 22 November 2018 and
Monday, 26 November 2018, both days inclusive.
4. Full details of the Unbundling are set out the Imperial circular, which has been issued together with this Pre-
Listing Statement.
11. COPIES OF THE PRE-LISTING STATEMENT
This abridged Pre-Listing Statement is not the full Pre-Listing Statement. Copies of the full Pre-
Listing Statement may be obtained during normal business hours from Thursday, 27 September
2018 from Motus’ registered office at 1 Van Buuren Road, corner Geldenhuis and Van Dort Streets,
Bedfordview, 2007. The Pre-Listing Statement will furthermore be available on the Imperial
website at www.imperial.co.za/pdf/unbundling/motus-prelisting-circular.pdf and the Motus website
at www.motuscorp.co.za/investors from 09:00 (CAT) on Thursday, 27 September 2018.
Bedfordview
26 September 2018
Transaction Sponsor
Standard Bank
Joint Financial Advisors:
Standard Bank
J.P. Morgan
Legal advisors as to the laws of South Africa
Bowmans
Tugendhaft Wapnick Banchetti and Partners
Legal advisor as to the laws of the United States
Freshfields
Independent Expert
PricewaterhouseCoopers Corporate Finance (Pty) Limited
Independent Reporting Accountants
Deloitte & Touche
DISCLAIMER
Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of
any offer to purchase or subscribe for, any securities of Imperial or Motus in any jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons in any such jurisdictions into which this announcement is released,
published or distributed should inform themselves about and observe such restrictions. Failure to
comply with the applicable restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The Motus shares are expected to be issued and distributed in a transaction meeting the conditions of
Staff Legal Bulletin No. 4 of the staff of the United States Securities and Exchange Commission for
“spin-off” transactions and, accordingly, all foreign shareholders located in the United States are eligible
to, if the Unbundling is implemented, receive the Motus shares without registration under the United
States Securities Act of 1933 (the US Securities Act).
The Motus shares to be distributed in connection with the Unbundling have not been, and will not be,
registered under the US Securities Act, as amended, or any other United States state securities laws.
These securities have not been approved or disapproved by the United States Securities and Exchange
Commission or any other United States regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Unbundling of the securities or the accuracy or adequacy of
this document. Any representation to the contrary is a criminal offence in the United States.
The Unbundling (a) will not constitute an "offer to the public" within the meaning of the European Union
Directive 2003/21/EC, as amended, or "offer of transferable securities to the public" within the meaning
of section 102b(1) of the United Kingdom Financial Services and Markets Act 2000, and (b) does not
contemplate the admission to trading of the Motus shares on a regulated market in the United Kingdom
or the European Union. Accordingly, foreign shareholders located in the United Kingdom are eligible to
vote on resolutions to be proposed at the Imperial General Meeting and to, subsequently, if the
Unbundling is implemented, receive the Motus shares without further action being taken by Imperial or
Motus.
FORWARD-LOOKING STATEMENTS
This announcement contains statements about Imperial and Motus that are or may be forward-looking
statements. All statements, other than statements of historical fact, are, or may be deemed to be,
forward-looking statements, including, without limitation, those concerning: strategy; the economic
outlook for the relevant business; cash costs and other operating results; growth prospects and outlook
for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the
outcome and consequences of any pending litigation proceedings. These forward-looking statements
are not based on historical facts, but rather reflect current expectations concerning future results and
events and generally may be identified by the use of forward-looking words or phrases such as
“believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”,
“estimated”, “potential” or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or
future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, or
future capital expenditure levels, and other economic factors, such as, inter alia, interest rates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Imperial cautions that forward-
looking statements are not guarantees of future performance. Actual results, financial and operating
conditions, liquidity and the developments within the industry in which Imperial operates may differ
materially from those made in, or suggested by, the forward-looking statements contained in this
announcement.
All these forward-looking statements are based on estimates and assumptions, all of which, although
Imperial may believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or
statements may not eventuate. Many factors (including factors not yet known to Imperial, or Motus or
not currently considered material) could cause the actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied in those
estimates, statements or assumptions.
Shareholders should keep in mind that any forward-looking statement made in this announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of Imperial or Motus, or other matters to which such forward-looking
statements relate, not to develop as expected may emerge from time to time and it is not possible to
predict all of them. Further, the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statement are not known.
Imperial has no duty to, and does not intend to, update or revise the forward-looking statements
contained in this announcement after the date of this announcement, except as may be required by law.
Any forward-looking statements have not been reviewed nor reported on by the external auditors.
Date: 26/09/2018 04:00:00 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.
Sharenet Sites 
