Wrap Text
Abridged Prospectus
SABVEST CAPITAL LIMITED
(Incorporated in South Africa)
(Registration number 2020/030059/06)
JSE share code: SBP
ZAE000283511
("Sabcap" or "the Company")
ABRIDGED PROSPECTUS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY
FURTHER ACTION.
Capitalised words and expressions used in this Abridged Prospectus shall, unless expressly
defined herein or indicated otherwise by the context, bear the meanings given to them in the
Prospectus.
This abridged prospectus ("Abridged Prospectus") relates to the Listing of all the issued
ordinary Shares of no par value of the Company, by introduction and as a primary listing, in the
"Financials – Investment Instruments – Equities" sector of the Main Board of the exchange
operated by the JSE, with effect from the commencement of trading on Wednesday, 13 May
2020, subject to the Scheme proposed by Sabcap between Sabvest and its Shareholders,
becoming operative and the Company obtaining the requisite spread of shareholders required
by the Listings Requirements. The spread requirements are expected to be achieved by
successful implementation of the Proposed Restructure.
The information in this Abridged Pre-listing Statement has been extracted, in summarised form,
from the full Prospectus issued by the Company on Friday, 28 February 2020. This Abridged
Prospectus is not complete and does not contain all the information that investors should
consider in relation to the Proposed Restructure and the Listing. This Abridged Prospectus is
issued in compliance with the Listings Requirements for the purpose of providing information to
selected persons in South Africa and other jurisdictions with regard to the Company.
1. Introduction and background
Sabvest’s issued share capital currently comprises 41,252,212 Shares in issue with equal
economic rights, but unequal voting rights. Namely, its 16,975,293 issued Ordinary Shares carry
500 votes per Share and its 24,276,919 issued N Ordinary Shares carry 1 vote per Share.
SFT currently holds 11,895,000 Ordinary Shares and 4,105,000 N Ordinary Shares, giving it a
38,78% economic interest in Sabvest and a disproportionate 69.92% voting interest.
Furthermore, the N Ordinary Shareholders are able to exercise only 0.29% of the 8,511,923,419
voting rights at a combined Sabvest Shareholders’ meeting.
Accordingly, and as announced on SENS by Sabvest on 28 October 2019, it is envisaged that
Sabvest’s dual Share ownership structure will be collapsed through the implementation of the
Proposed Restructure and that, following the Sabcap Listing, all Sabvest Shareholders will have
the same economic rights and will have one vote each, on a poll. SFT will, through its holding of
the Z Share, retain 51% voting control of Sabcap, providing always that it maintains a minimum
10% interest in the issued Sabcap Ordinary Shares relative to all the Sabcap Ordinary Shares in
issue from time to time.
2. Details of the Proposed Restructure
Subject to the fulfilment or waiver (where capable of waiver and subject to SFT consenting to
any such waiver where appropriate) of the Conditions Precedent, it is envisaged that the
Proposed Restructure will be implemented in accordance with the following key indivisible
transaction steps:
- Sabcap will issue the Z Share to SFT, in order to preserve SFT’s control post-
implementation of the Proposed Restructure;
- in terms of the Scheme, Sabcap will make an offer to Sabvest Shareholders to acquire
all the N Ordinary Shares and Ordinary Shares in issue, for the Scheme Consideration;
and
- the Sabcap Ordinary Shares will be listed on the JSE in terms of the Sabcap Listing. All
Sabcap Ordinary Shares will have the same economic rights and will have one vote
each, on a poll;
- following implementation of the Scheme, Sabcap will own all the N Ordinary Shares and
Ordinary Shares, the Shares will be delisted from the Main Board of the JSE in terms of
the Sabvest Delisting and Sabvest will therefore be Sabcap’s unlisted, wholly-owned
subsidiary.
2. Details of the Listing
The JSE has conditionally approved the Listing of all the issued ordinary Shares of no par value
of the Company, by introduction and as a primary listing, in the "Financials – Investment
Instruments – Equities" sector of the Main Board of the exchange operated by the JSE, with
effect from the commencement of trading on Wednesday, 13 May 2020, under the abbreviated
name SABCAP, share code SBP and ISIN ZAE000283511, subject to the Scheme proposed by
Sabcap between Sabvest and its Shareholders, becoming operative and the Company
obtaining the requisite spread of shareholders required by the Listings Requirements. The
spread requirements are expected to be achieved by successful implementation of the
Proposed Restructure.
The Company's issued share capital comprises 41,760,242 Shares, with a stated capital
(subjected to listing values) of R1,394 157,183. No Shares are, or on the Listing Date are
expected to be, held in treasury by Sabcap.
The Shares will only be traded on the JSE in Dematerialised form and, accordingly, all holders
of Shares who hold their Shares in Certificated form will have to Dematerialise their Shares
should they wish to trade on the JSE.
3. Overview of the Company
Sabcap was incorporated on 20 January 2020 for purposes of implementing the Proposed
Restructure and, pursuant thereto, will be an independent, publicly traded company. Its
registration number is 2020/030059/06 and its registered address is Ground Floor, Commerce
Square, Building 4, 39 Rivonia Road, Sandhurst, 2196.
Upon implementation of the Proposed Restructure, Sabcap will issue Sabcap Ordinary Shares
to the Scheme Participants in terms of the Scheme, and the major and controlling Shareholders
of Sabcap will be as detailed in Section 1, paragraph 1.5.13 of the Prospectus.
Upon implementation of the Proposed Restructure, Sabvest will become a wholly-owned
subsidiary of Sabcap and the business of Sabcap will mirror the business of Sabvest. Sabvest is
an investment group with significant interests in nine unlisted groups, long-term direct and
indirect holdings in six JSE-listed investments and equity funds, and offshore bond portfolios, all
accounted for on a fair value basis. In addition, Sabvest makes finance advances, participates
in debt instrument portfolios and undertakes other fee and profit-earning activities.
Sabvest operates in South Africa through its head office in Johannesburg and internationally
through its office in Monaco, which it shares with certain of its investee companies. Its activities
are conducted through three wholly-owned Subsidiaries in South Africa and one wholly-owned
subsidiary registered in in the British Virgin Islands and managed in Monaco.
Further information relating to Sabcap, including its investment policy, is disclosed in Annexure I
to the Prospectus. The investment policy of Sabcap mirrors that of Sabvest and will be
approved at the Sabcap General Meeting.
4. Summary financial information
Sabcap is a newly incorporated company which has not traded since its incorporation on 20
January 2020. Sabcap does not have any operating history or turnover and has never declared
any dividends. Sabcap has no historical financial information or pro forma financial information.
The audited opening statement of financial position of Sabcap is disclosed in Annexure A to the
Prospectus. Sabcap will adopt the accounting policies of Sabvest, on implementation of the
Proposed Restructure and going forward.
In simplistic terms, the Scheme entails a swap by Sabvest Shareholders of their Sabvest
Shares for Sabcap Ordinary Shares, with the result that Sabvest Shareholders will hold Sabcap
Ordinary Shares and Sabvest will become a subsidiary of Sabcap. The financial position of
Sabvest Shareholders will, before and after, implementation of the Scheme (being an indivisible
component of the Proposed Restructure) be substantially similar, more particularly in that in
relation to Sabvest Shareholders, such Sabvest Shareholders will retain their investment in
Sabvest but will hold such investment through Sabcap. However, Sabvest Ordinary
Shareholders, other than SFT will hold 10% more Sabcap shares due to the agreed exchange
ratio of 1,1:1.
Having regard to the above and the fact that Sabcap is a newly incorporated company which
has never traded, the business of Sabcap will, after the implementation of the Proposed
Restructure, effectively be a "mirror" of the business of Sabvest.
5. Directors
The business and affairs of Sabcap are currently managed by the Interim Sabcap Board, which
board was constituted for purposes of, amongst other things, taking the steps required for
Sabcap to procure the fulfilment of certain of the Conditions Precedent.
Subject to the fulfilment or waiver (where capable of waiver and subject to SFT consenting to
any such waiver wher appropriate) of the Conditions Precedent, a new board of directors of
Sabcap will be elected at the Sabcap General Meeting, which board will exactly mirror the
Sabvest Board. The Interim Sabcap Directors will resign (and be eligible for re-election to the
Final Sabcap Board) simultaneously with the appointment of the Final Sabcap Directors.
The name, age, nationality, occupation, qualifications and business addresses of the Interim
Sabcap Directors are provided in the table below. The Interim Sabcap Directors will resign (and
be eligible for re-election to the Final Sabcap Board) immediately once the Proposed
Restructure becomes unconditional and simultaneously with the appointment of the Sabvest
Directors to the Sabcap Board, so as to constitute the Final Sabcap Board.
Name, age, nationality, occupation Qualification Business address
Christopher Seabrooke BCom, BAcc, MBA, Ground Floor, Commerce Square,
(Chief Executive Officer) aged 67 FCMA Building 4, 39 Rivonia Road,
South African Sandhurst, 2196
Raymond Pleaner BCompt (Hons), CA Ground Floor, Commerce Square,
(Chief Financial Officer) aged 65 (SA) Building 4, 39 Rivonia Road,
South African Sandhurst, 2196
Leon Rood BCom, LLB Ground Floor, Commerce Square,
(Executive Director) aged 43 Building 4, 39 Rivonia Road,
South African Sandhurst, 2196
Dawn Mokhobo BA Ground Floor, Commerce Square,
(Independnet Non-executive Chairperson) Building 4, 39 Rivonia Road,
aged 71 Sandhurst, 2196
South African
Bheki Shongwe BA (Econ), MBA, ACIS, Ground Floor, Commerce Square,
(Lead Independent Director) aged 64 FCIBM Building 4, 39 Rivonia Road,
South African Sandhurst, 2196
Lindiwe Mthimunye-Bakoro M.Com, H Dip Tax Law, Ground Floor, Commerce Square,
(Independent Non-executive Director) aged CA (SA) Building 4, 39 Rivonia Road,
46 Sandhurst, 2196
South African
Kuben Pillay BA, LLB, MCJ Ground Floor, Commerce Square,
(Independent Non-executive Director) aged Building 4, 39 Rivonia Road,
59 Sandhurst, 2196
South African
6. Salient dates and times
The salient dates and times applicable to the Proposed Restructure, also contained in the
Prospectus and Scheme Circular, are set out below:
2020
Record date to determine which Sabvest Shareholders are eligible to receive the Friday, 21 February
Scheme Circular, notice of N Ordinary Shareholder Class Meeting, notice of
Ordinary Shareholder Class Meeting and notice of Scheme Meeting
Scheme Circular posted to Sabvest Shareholders and notice convening the Class Friday, 28 February
Meetings and Scheme Meeting published on SENS on
Notice convening the Class Meetings and Scheme Meeting published in the South Monday, 24 February
African press on
Last day to trade in order to be eligible to attend and vote at the Class Meetings and Tuesday, 17 March
Scheme Meeting
Record date in order to be eligible to attend and vote at the Class Meetings and Friday, 20 March
Scheme Meeting
Last day to lodge Forms of Proxy for the Class Meetings by 10h00 on Wednesday, 25 March
Last day to lodge Forms of Proxy for the Scheme Meeting by 10h00 on Wednesday, 25 March
N Ordinary Shareholder Class Meeting to be held at 10h00 in the Main Boardroom, Friday, 27 March
Commerce Square, Building 4, 39 Rivonia Road, Sandhurst, 2196 on
Ordinary Shareholder Class Meeting to be held at 10h00 (or so soon thereafter as Friday, 27 March
the N Ordinary Shareholder Scheme Meeting is concluded) in the Main Boardroom,
Commerce Square, Building 4, 39 Rivonia Road, Sandhurst, 2196 on
Scheme Meeting to be held at 10h00 (or so soon thereafter as the Ordinary Friday, 27 March
Shareholder Class Meeting is concluded) in the Main Boardroom, Commerce
Square, Building 4, 39 Rivonia Road, Sandhurst, 2196 on
Last date and time for Sabvest Shareholders to give notice to Sabvest objecting to Friday, 27 March
the Scheme in terms of section 164(3) of the Companies Act, by 10h00 on
Results of the Class Meetings and Scheme Meeting published on SENS on Friday, 27 March
Results of the Class Meetings and Scheme Meeting published in the South African Monday, 30 March
press on
If the Conditions Precedent are fulfilled or waived (where capable of waiver and subject to SFT
consenting to any such waiver where appropriate) and the Scheme is approved by Sabvest
Shareholders at the Scheme Meeting
Last day for Sabvest Shareholders who voted against the Scheme Resolution to Friday, 3 April
require Sabvest to seek court approval for the Scheme in terms of section 115(3)(a)
of the Companies Act, if at least 15% of the total votes of Sabvest Shareholders at
the Scheme Meeting were exercised against the Scheme Resolution on
Last day for Sabvest Shareholders who voted against the Scheme to apply to the Tuesday, 14 April
Court for leave to apply for a review of the Scheme in terms of section 115(3)(b) of
the Companies Act on
Last day for Dissenting Shareholders, by reason of the adoption of the Scheme Wednesday, 29 April
Resolution, to make a demand to Sabvest that Sabvest pay such Dissenting
Shareholders the fair value of all Sabvest Shares held by them, in terms of section
164(7) of the Companies Act on
The following dates assume that no Court approval or review of the Scheme is required
Compliance certificate to be received from the TRP on Thursday, 30 April
Sabvest AGM Monday, 4 May
Finalisation announcement published on SENS on Monday, 4 May
Finalisation announcement published in the South African press on Tuesday, 5 May
Delisting application in respect of the Sabvest Shares lodged with the JSE on Wednesday, 6 May
Last day to trade in Sabvest Shares in order to be eligible to receive the Scheme Tuesday, 12 May
Consideration
Sabvest Shares suspended from trading on the JSE with effect from the Wednesday, 13 May
commencement of business on
Sabcap Ordinary Shares to be allocated to Scheme Participants and Scheme Wednesday, 13 May
Participants can trade their entitlement to Sabcap Ordinary Shares on
Announcement released on SENS in respect of the cash payment applicable to Thursday, 14 May
fractional entitlements to the Ordinary Share Scheme Consideration, based on the
VWAP of a Sabcap Ordinary Share traded on the JSE on Wednesday, 13 May 2020,
discounted by 10%, on
Scheme Record Date in order to be eligible to receive the Scheme Consideration Friday, 15 May
Dematerialised N Ordinary Shareholders’ and Ordinary Shareholders’ accounts Monday, 18 May
with their CSDP or Broker credited with the Scheme Consideration on the Scheme
Operative Date on or about
Certificated N Ordinary Shareholders’ and Ordinary Shareholders’ Scheme Monday, 18 May
Consideration posted by registered post at the risk of such Certificated N Ordinary
Shareholders and Certificated Ordinary Shareholders on the Scheme Operative
Date on or about
Sabvest Shares delisted from the JSE with effect from the commencement of Tuesday, 19 May
business on
Sabcap EGM Thursday, 25 June
6. Copies of the Prospectus and the Scheme Circular
The Prospectus and the Scheme Circular are available in English and further copies may be
obtained during normal business hours, and subject to any COVID-19 related restrictions, from
Sabcap’s registered offices, Ground Floor, Commerce Square, Building 4, 39 Rivonia Road,
Sandhurst, 2196. The Prospectus and the Scheme Circular can also be obtained from
Sabvest’s website at www.sabvest.co.za.
Sandton
29 April 2020
Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Transaction Advisor
Apex Partners
Legal Advisor
ENSafrica
Reporting accountants
Deloitte
Independent Expert
BDO Corporate Finance Proprietary Limited
Date: 29-04-2020 08:37:00
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