Wrap Text
Abridged pre-listing statement
Premier Group Limited
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
(JSE share code: PMR)
(ISIN: ZAE000320321)
("Premier", the "Group" or the "Company")
Abridged pre-listing statement
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR
ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE.
THIS ABRIDGED PRE-LISTING STATEMENT OF PREMIER DATED 10 MARCH 2023
SUPERSEDES AND REPLACES, IN ITS ENTIRETY, THE ABRIDGED PRE-LISTING STATEMENT
ISSUED BY PREMIER ON 22 NOVEMBER 2022 (THE "2022 ABRIDGED PRE-LISTING
STATEMENT") IN RELATION TO THE PROPOSED LISTING OF ALL THE ORDINARY SHARES ON
THE MAIN BOARD OF THE JSE, WHICH PROPOSED LISTING WAS WITHDRAWN ON 2
DECEMBER 2022 ("WITHDRAWN IPO"). NO RELIANCE WHATSOEVER SHOULD BE PLACED ON
THE 2022 ABRIDGED PRE-LISTING STATEMENT. FOR THE AVOIDANCE OF DOUBT, THE
CONTENTS OF THIS ABRIDGED PRE-LISTING STATEMENT SHOULD BE CONSIDERED AND
INSPECTED INDEPENDENTLY AND NOT IN CONJUNCTION WITH ANY OTHER INFORMATION
PREPARED BY ANY PERSON AND PUBLISHED IN CONNECTION WITH THE WITHDRAWN IPO
AND THE 2022 ABRIDGED PRE-LISTING STATEMENT. NEITHER PREMIER, BRAIT, BRAIT PLC,
RMB, STANDARD BANK, INVESTEC, ETHOS, ANY PERSON WHO CONTROLS PREMIER, BRAIT,
BRAIT PLC, ETHOS, RMB, STANDARD BANK OR INVESTEC, ANY DIRECTOR, OFFICER,
EMPLOYEE OR AGENT OF ANY OF THEM NOR ANY AFFILIATE OF ANY SUCH PERSON
ACCEPTS OR ASSUMES ANY LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF
THE WITHDRAWN IPO, THE 2022 ABRIDGED PRE-LISTING STATEMENT (INCLUDING FOR ANY
DELIBERATE OR INADVERTENT RELIANCE OR PURPORTED RELIANCE THEREON BY ANY
PERSON) OR FOR ANY INCONSISTENCY OR DIFFERENCE BETWEEN THE 2022 ABRIDGED
PRE-LISTING STATEMENT AND THIS ABRIDGED PRE-LISTING STATEMENT.
The capitalised words and expressions used in this abridged pre-listing statement that has been
prepared in accordance with the JSE Listings Requirements ("Abridged Pre-listing Statement"), unless
expressly defined or indicated otherwise herein, shall bear the meanings given to them in the full Pre-
listing Statement (as defined below).
This Abridged Pre-listing Statement relates to:
- the admission to listing of the Ordinary Shares (ISIN: ZAE000320321) of Premier Group Limited
(formerly Premier Group Proprietary Limited) (incorporated and registered on 31 May 2007) in the
"45102020 – Food Products" sector of the main board of the JSE (under the abbreviated name
"Premier" and share code "PMR") with effect from the commencement of business on Friday, 24
March 2023 ("Admission"); and
- in connection with the Admission, the Offer to be undertaken by Brait Mauritius Limited ("Brait"),
which constitutes an offer for sale by Brait of 65,031,586 Ordinary Shares (excluding Overallotment
Shares) (the "Sale Shares") to raise approximately ZAR3.5 billion in aggregate, subject to certain
terms and conditions, to (i) South African Qualifying Investors; and (ii) to selected persons outside
the United States of America in reliance on Regulation S under the US Securities Act ("Qualifying
International Investors"), in each case to whom the Offer may be specifically addressed and only
by whom the Offer will be capable of acceptance. Up to the maximum number of Overallotment
Shares borrowed by the Stabilisation Manager under the Securities Lending Agreement, may be
sold in the Offer for purposes of Stabilisation.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy or subscribe for any Shares but is issued in
compliance with the JSE Listings Requirements for the purpose of providing information to the selected
persons in South Africa and other jurisdictions with regards to Premier.
The information in this Abridged Pre-listing Statement has been extracted, in summarised form, from
the full pre-listing statement published by Premier on Friday, 10 March 2023 (the "Pre-listing
Statement"), which Pre-listing Statement supersedes and replaces, in its entirety, the pre-listing
statement dated 22 November 2022 that was published by the Company in connection with the
Withdrawn IPO. The Pre-listing Statement has been made available on Premier's website
www.premierfmcg.com. This Abridged Pre-listing Statement is not complete and does not contain all the
information that readers of the Abridged Pre-listing Statement and / or the Pre-listing Statement should
consider in relation to the Admission and the Offer.
Investing in the Ordinary Shares involves risks. Investors should read the Pre-listing Statement carefully
in its entirety, including the "Risk Factors" section, before taking any decision in relation to the Ordinary
Shares.
1. THE OFFER
- The Offer of the Sale Shares held by Brait, a wholly-owned subsidiary of Brait PLC, to South African
Qualifying Investors and Qualifying International Investors, intended to raise minimum gross
proceeds of ZAR3.5 billion (ZAR3.6 billion inclusive of the Overallotment Option which, if exercised,
includes an additional 1,858,046 Ordinary Shares equal to an aggregate consideration of ZAR100
million), which has been fully de-risked prior to launch.
- The Offer Price is set at a price of ZAR53.82 per Offer Share, equating to an equity valuation of
approximately ZAR6.9 billion.
- The Offer Price equates to a 6.3x last twelve months to 30 September 2022 multiple of earnings
before interest, tax, depreciation, and amortisation ("EBITDA") to enterprise value.
- Brait will receive gross proceeds of up to ZAR3.6 billion from the Offer, which, together with its
share of the November 2022 pre-listing distribution of ZAR950 million, totals up to ZAR4.6 billion,
before fees and expenses.
- The gross proceeds of up to ZAR4.6 billion holistically address Brait’s future liquidity requirements
and Brait remains committed to distributing its assets to its shareholders.
- The Offer and Admission has been de-risked as follows:
- Concurrently with, and to support, the Admission and Offer, Titan, Premier and Brait have
entered into the Cornerstone Investment and Underwriting Agreement, in terms of which Titan
Premier Investments Proprietary Limited ("Titan"), has, pursuant to the Titan Cornerstone
Investment, agreed to purchase the Titan Cornerstone Investment Shares, representing
c.36.2% of the maximum number of Offer Shares (including the Overallotment Shares)
- Pre-Launch Commitments have been sourced from various institutions, which alongside
existing public shareholders and other parties’ commitments, meet the free-float requirements
as set out in the JSE Listings Requirements and accordingly allow for the Admission to
proceed. The Pre-Launch Commitments include irrevocable agreements and / or letters of
support secured from ABAX, Allan Gray (for and on behalf of their respective clients and not
by Allan Gray as principal), Laurium, Mergence and Steyn Capital for an aggregate
consideration of approximately ZAR1,340 billion. Together with the Titan Cornerstone
Investment of ZAR1,302 billion, these Pre-Launch Commitments result in approximately
75.5% coverage of the Offer (assuming an Offer size of ZAR3.6 billion).
- In addition to the Pre-Launch Commitments and the Titan Cornerstone Investment, Titan (as
"Underwriter"), in terms of the Cornerstone Investment and Underwriting Agreement, will
underwrite Offer Shares ("Underwritten Shares") not taken up in terms of the Offer up to an
aggregate maximum underwriting commitment of c.ZAR832 million at the Offer Price. The
terms of the Titan Cornerstone Investment and the Underwrite are set out in the Cornerstone
Investment and Underwriting Agreement.
- The Offer comprises the offer for sale by Brait made to (i) South African Qualifying Investors; and
(ii) Qualifying International Investors to acquire up to 65,031,586 Ordinary Shares (excluding the
Overallotment Option consisting of 1,858,046 Ordinary Shares), with 15,451,165 Ordinary Shares
(which are Underwritten Shares) and the remainder (if any) to be placed at the Offer Price in
accordance with the indicative timetable set out below.
- No fees or commissions are payable to Titan pursuant to the Cornerstone Investment and
Underwriting Agreement. Similarly, no fees or commissions are payable to those investors who
provided Pre-Launch Commitments.
- As part of the Offer, Brait PLC has offered to cede and transfer to those of its shareholders who
submit an order to purchase Offer Shares equal to their fully diluted shareholding in Brait PLC
(assuming that all the outstanding senior, unsecured, exchangeable bonds due in 2024 that were
issued by a subsidiary of Brait PLC, are exchanged for ordinary shares in Brait PLC), the voting
rights in Premier held by Brait following the Admission equal to their percentage allocation of Offer
Shares.
- The Takeover Regulation Panel have granted Titan and its associated entities an exemption from
the obligation to make a mandatory offer in terms of section 119(6) of the Companies Act in relation
to its acquisition of more than 35% of the voting rights attached to all securities issued by Premier
on account of the Cornerstone Investment and Underwriting Agreement and the Cession of Voting
Rights Agreement.
- Lock-up arrangements will apply to each of the Company (180 days from the Admission Date),
Brait (360 days from the Admission Date), Premier’s senior management (360 days from the
Admission Date), and Titan (180 days from the Admission Date), subject to customary exceptions
for transactions of this nature and provided that Brait PLC would be entitled to unbundle its residual
shareholding in Premier within the lock-up period.
The Company’s authorised share capital comprises 200,000,000 Ordinary Shares, 25,000 A Ordinary
Shares and 50,000 A1 Ordinary Shares and the Company’s issued share capital comprises 128,905,800
Ordinary Shares, 15,457 A Ordinary Shares and 23,060 A1 Ordinary Shares. As at the Admission Date,
the Company’s listed issued shares are expected to comprise 128,905,800 Ordinary Shares. The
Company’s unlisted issued shares shall comprise 15,457 A Ordinary Shares and 23,060 A1 Ordinary
Shares, as at the Admission Date. No Shares are, or on the Admission Date are expected to be, held in
treasury by the Group. The actual number of Offer Shares sold on the Settlement Date and certain other
information is expected to be announced via SENS on Monday, 20 March 2023 and published in the
South African press on Wednesday, 22 March 2023.
2. RATIONALE FOR THE ADMISSION AND THE OFFER
The main purposes of the Offer and Admission are to:
- enable Brait to realise a portion of its investment in the Company through the disposal of the Offer
Shares, reduce its gearing and substantially eliminate the need for Brait to sell any further Ordinary
Shares into the market, and clear the path for an unbundling of the remaining Ordinary Shares held
by Brait to Brait PLC shareholders at an appropriate time in due course;
- provide the Company with access to capital markets, which it may use to support and develop
further growth of the Group in accordance with its strategy and to finance acquisitions of, or
investments in, businesses, technologies and other assets in the future;
- provide holders of Ordinary Shares with a liquid public market on which to trade their Ordinary
Shares;
- raise the Company’s profile through the listing and trading of the Company's Ordinary Shares on
an established exchange and increase investor awareness regarding the Company’s vision,
strategy and operations; and
- enable Premier to use listed securities to potentially raise capital in the future under circumstances
deemed appropriate by the Directors to, among other things, strengthen the Company's balance
sheet and to assist the Group to optimise the capital structure of the Group, to the extent required.
The Company will not receive any proceeds from the sale of the Offer Shares to be sold by Brait under
the Offer.
Brait is expected to retain 60,667,968 Ordinary Shares amounting to 47.1% of the shares in issue in the
Company post implementation of the Offer and Admission (assuming an Offer size of ZAR3.6 billion)
and will continue to work closely with the Group's management to drive growth and create value in the
Group.
3. OVERVIEW OF PREMIER
Premier is a leading consumer product goods ("CPG") company in Southern Africa that has expanded
its portfolio from a traditional milling and baking ("Millbake") business to include a groceries business
("Groceries and International"). Premier’s Millbake business comprises operations and distribution
facilities throughout South Africa, Lesotho and eSwatini, operating bakeries, maize and wheat mills
supported by an extensive distribution capability. Premier’s Groceries and International business
comprises a portfolio of sugar confectionery products, home and personal care ("HPC") products,
beverages, and a diversified product portfolio in Mozambique through Companhia Industrial da Matola
("CIM").
Premier employs over 8,100 permanent and contracted employees across owned sites and operates 13
bakeries, 7 wheat mills and 3 maize mills. The company has an installed milling capacity per annum of
approximately 980,000 tonnes of wheat, 680,000 tonnes of maize, and an installed baking capacity of
747 million loaves of bread and delivers approximately 1.7 million loaves of bread a day to over 45,000
customers, 363 days a year. Premier operates 30 owned manufacturing sites and 25 distribution depots,
spanning South Africa, eSwatini, Lesotho and Mozambique. ZAR5.2 billion in capital expenditure since
FY2012 has culminated in a robust and technologically advanced operating platform, which can be
further leveraged to enter new CPG categories.
Premier’s two reporting business units produce a wide range of products:
- Millbake includes bread, sandwich squares (individually packaged, pre-sliced toasted bread),
maize, wheat, samp (dried corn kernels that have been pounded and chopped until broken), quick
cook samp, instant maize porridge, maize rice, maize flour, wheat flour, corn flour, baking powder,
pasta and value-added baking mixes. A significant proportion of Millbake products are supplied to
the informal market - with more than 60% of Premier’s Millbake sales derived from this market.
- Groceries and International includes sugar confectionery, a business that has an extensive range
of products including inter alia, marshmallows, jellies, chews, gums, compressed sweets, boiled
lollipops and sweets, liquorice, chocolate coated gums, and peanut brittle. Premier has further
enhanced its strong market position in sugar confectionery brands, with synergies from the
acquisition of the business of Mister Sweet, concluded in June 2021 and which are expected to
fully materialise in the years ending 31 March 2023 and 2024. The HPC portfolio includes sanitary
pads, non-applicator and applicator tampons, liners, maternity pads, breast pads, reusable
applicators and menstrual cups, a broad range of cotton tips, pads, balls and rolls, and plastic
gloves. The balance of the Groceries and International business includes nutritional beverages, as
well as biscuits, pasta, rice and animal feeds produced and sold by Premier’s Mozambique
subsidiary CIM. CIM is a subsidiary in the Group which is 98% held by Prem-Cap Investments
Proprietary Limited, which is wholly owned by Premier.
Premier produces and markets iconic South African brands such as Snowflake, Blue Ribbon, BB
Bakeries, Star, Mister Bread, Iwisa, Nyala, Super Sun, Invicta, Impala, Manhattan, Super C, Mister
Sweet, Champion toffee, Rascals, Candy Tops, Frutus, Lil-lets, Vulco and Dove cotton wool; as well as
leading brands in Mozambique which include CIM, Florbela, Favorito, Polana, Top Score, Celeste,
Dourado, Sunblest and Blue Ribbon (imported from eSwatini); and in eSwatini brands which include
SUB, Mister Bread, Blue Ribbon, Iwisa, Bakers Pride and Ligugu and Mandla Mageu.
According to DataOrbis market share data by value for the 12 months to August 2022, Premier has an
approximate 24% market share in bread, 32% market share in flour, 20% market share in maize, 18%
market share in total sugar-based confectionery (rising to a 20% market share within Premier’s defined
segments comprising gums and jellies, marshmallows, chews, compressed and boiled sweets, toffees
and liquorice) and an 18% market share in feminine care in South Africa. Notably, in respect of the bread
category for the 12 months to August 2022, Premier held the market leading position in the Western
Cape (37%), and the second largest market share in KwaZulu-Natal (30%) and the Eastern Cape (34%),
respectively (Source: DataOrbis). Since 2012, the coastal regions have been a strong focus for
Premier’s success in the bread market, and Premier’s baking business is now on the path to delivering
its strategy to expand its inland market share as the Group recently commissioned a new Pretoria-based
bakery and mill to better service the inland region.
Premier’s leading consumer brands are marketed to consumers using bespoke trade, shopper, and
consumer marketing tools in various media channels. The brands are active on trade broadsheet,
outdoor media, radio and television, print, various in-store media and on social media. Well-branded
and informative packaging forms the core of Premier’s brand communication strategy direct to the
shopper. During COVID-19, Premier actively redirected marketing spending into various initiatives which
benefitted the communities that Premier serves, increasing the visibility of its products.
One of Premier’s key strengths is its route to market capability using a fleet of 1,059 (912 owned, 147
third party) bakery vehicles delivering bread to over 45,000 customers, 363 days a year. For the balance
of the product portfolio, Premier distributes its sugar confectionery and HPC brands to the retail,
wholesale, general trade, buy-to-use and out-of-home and export sales channels through its strategically
situated distribution centres and its fully owned fleet, accounting for 40% of deliveries, with the remainder
distributed through third parties. The 4,890 sales and merchandising contracted service providers call
on 5,400 stores daily to ensure Premier’s products are visible and available for consumers to purchase.
Premier is led by a strong and experienced management team that think and act like owners of the
business. The management team has a proven track-record of acquiring and integrating new businesses
successfully and are supported by a strong executive and middle management unit. The management
team’s incentives are aligned to the realisation of Premier’s growth strategy, and they are committed to
Premier through an incentive structure to 2027. Management is participating in the Offer by purchasing
Offer Shares from Brait for up to ZAR20 million at the Offer Price.
In addition to the Ordinary Shares that are owned by Senior Management and former management,
Premier has created A Ordinary Shares and A1 Ordinary Shares that have been subscribed for by Senior
Management and former management which convert to Ordinary Shares in 2027 based on the relative
value of the Ordinary Shares at that date (net of a notional finance cost equivalent to prime less 1%). In
aggregate, Senior Management members have invested ZAR59.9 million to acquire their Ordinary
Shares, A Ordinary Shares and A1 Ordinary Shares and in addition have received interest bearing loans
from Premier to acquire the Ordinary Shares. The value of the A Ordinary Shares and A1 Ordinary
Shares is dependent on the performance of the business and the value of the A Ordinary Shares and
A1 Ordinary Shares is targeted to grow to ZAR400 million – ZAR500 million over the next 5 years, which
when converted into Ordinary Shares would result in management’s aggregate shareholding increasing
from 1.39% to between 2.5% – 3.5% of Premier’s Ordinary Shares in issue. Prior to any conversion into
Ordinary Shares, the A Ordinary Shares and A1 Ordinary Shares also entitle their holders to their pro
rata share of all distributions declared by Premier.
4. FINANCIAL HIGHLIGHTS
The following figures are a summary of Premier’s financial performance over the past three financial
years ended 31 March:
Unit FY2020^ FY2021^ FY2022^ 1H 1H
FY2022^ FY2023^
Revenue ZAR million 11,048 12,526 14,538 7,001 8,672
Millbake ZAR million 9,051 10,547 11,870 5,755 7,179
Groceries and International ZAR million 1,996 1,979 2,668 1,246 1,492
Revenue growth % 13.4% 16.1% 23.9%
Adjusted EBITDA* ZAR million 1,032 1,099 1,490 709 821
Millbake ZAR million 919 1,053 1,388 660 761
Groceries and International ZAR million 185 122 200 90 112
Corporate ZAR million (72) (76) (97) (41) (52)
Adjusted EBITDA margin % 9.3% 8.8% 10.3% 10.1% 9.5%
Operating profit/(loss) ZAR million (6)** 685 877 491 604
Operating profit margin % (0.1%) 5.5% 6.0% 7.0% 7.0%
Profit after tax ZAR million (626) 67 278 183 400
Profit after tax margin % (5.7%) 0.5% 1.9% 2.6% 4.6%
Free cash flow conversion:
Including expansionary capital % 39.6% 73.0% 44.4% 34.2% 53.1%
expenditure
Excluding expansionary capital % 55.5% 96.7% 66.8% 54.7% 61.1%
expenditure
* Adjusted EBITDA defined as earnings before interest, tax, depreciation, amortisation, and impairment losses.
** Impacted by impairment losses of ZAR631 million, primarily relating to the write-down in the investment in CIM for property, plant
and equipment and the write-down of various trademarks and goodwill.
^ FY2020, FY2021 and FY2022 audited full year financials, 1H FY2022 unaudited interim financials and 1H FY2023 reviewed
interim financials.
In FY2022, Premier generated revenue of ZAR14.5 billion and Adjusted EBITDA of ZAR1.5 billion. The
Millbake and Groceries and International businesses contributed 82% and 18%, respectively, to Premier
Group revenue. Despite high commodity prices and pandemic-led headwinds, Premier delivered strong
financial results over the three-year period to FY2022. Revenue grew by a CAGR of over 15% alongside
a strengthening of margins driven by volume and market share growth, a recovery in the Cape Town
bakery and CIM business and active cost management and operational efficiencies undertaken by
management. Adjusted EBITDA grew by a 20% CAGR over the 3-year period.
Premier’s Millbake division (82% of Group revenue) showed strong momentum in FY2022, successfully
managing its margins in an inflationary environment:
- Revenue growth of 12.5% to ZAR11.9 billion, comprising volume growth of 6.0% and average price
inflation of 6.5%; and
- Adjusted EBITDA, excluding head office costs, growth of 32% to ZAR1.4 billion, with Adjusted
EBITDA margins expanding by 170bps to 11.7%.
Premier’s Groceries and International division (18% of Group revenue) increased revenue by 35% to
ZAR2.7 billion. Adjusted EBITDA, excluding head office costs, increased by 24% to ZAR200 million,
driven by significant historic capex spend, brand loyalty, and product expansion. On a divisional basis:
- Sugar confectionery revenue increased by 238% to ZAR763 million with revenue from Mister Sweet
contributing ZAR540 million for the 10 months since acquisition;
- HPC revenue increased by 6% to ZAR651 million; and
- CIM Premier’s Mozambique subsidiary increased revenue by 10.4% to ZAR1.2 billion.
Capital expenditure for the Group of ZAR519 million (FY2021: ZAR504 million) comprises ZAR186
million maintenance capital expenditure (FY2021: ZAR244 million) and ZAR333 million expansionary
capital expenditure (FY2021: ZAR260 million), largely relating to the new Pretoria mill and bakery, which
was recently commissioned.
Premier’s leverage ratio (measured as net debt owing to third parties excluding shareholder funding to
EBITDA) was 1.6x at the end of FY2022 (FY2021: 1.9x). Premier’s Adjusted Return on Invested Capital
(adjusted for capital expenditure projects not yet, or recently, commissioned and the revaluation of
internally generated intangibles) increased from 11.1% for FY2021 to 14.8% for FY2022.
Premier delivered a strong performance for 1H FY2023, maintaining margins despite high commodity
prices, loadshedding and other cost inflation pressures. Revenue for the six months ended 30
September 2022 was ZAR8.7 billion, a 24.7% improvement on 1H FY2022 (ZAR7.0 billion), driven by
strong performance across both the Millbake and Groceries and International divisions. EBITDA grew
by 15.7% on the comparable period, driven by Millbake increasing its EBITDA by 15.2% and Groceries
and International EBITDA increasing by 25.1%. Corporate office costs increased by 28.3% to ZAR52
million compared to 1H FY2022.
Revenue for the Millbake business increased by 24.8% to ZAR7.2 billion in 1H FY2023 (1H FY2022:
ZAR5.8 billion), with volumes in bread, wheat and breakfast categories growing despite the impacts of
loadshedding on the division and price increases being passed through to the market. Millbake EBITDA
increased by 15.2% to ZAR760 million in 1H FY2023 with the EBITDA margin contracting by 90 basis
points to 10.6%. Revenue for the Groceries and International business increased by 19.8% to ZAR1.5
billion in 1H FY2023 (1H FY2022: ZAR1.2 billion), supported by: (i) robust performance in the sugar
confectionery category, with growing sales volumes underpinning increases in revenue, gross profit and
EBITDA, (ii) strong trading in home and personal care and CIM; and (iii) continued brand loyalty and
product expansion. The home and personal care and CIM businesses showed good trading through the
six months to 30 September 2022, with strong margin management and well-controlled costs driving
gross profit and EBITDA increases in both businesses. Groceries and International EBITDA increased
by 25.1% to ZAR112 million in 1H FY2023, with margins expanding by 30 basis points to 7.5%.
On 2 November 2022, Premier FMCG (Premier's South African operating entity), refinanced its long-
term debt and increased its debt by ZAR1.04 billion. Of this, ZAR950 million has been distributed to
Premier shareholders in the form of a pre-IPO distribution, with the remaining ZAR90 million retained as
cash on the Premier balance sheet. This increased debt will result in a leverage ratio of 2.0x and bring
Premier’s leverage ratio in line with historic leverage multiples.
Given the strong cash flow generation over the period, during January 2023 the Group made a voluntary
capital repayment of ZAR294 million on the revolving credit facility from the cash that was generated
from operations, reducing the leverage ratio to 1.9x as at 31 January 2023. The capital repayment is
available to be drawn for future funding needs if required. In light of the R950 million special distribution
to Premier shareholders in November 2022, no further distributions to shareholders have been made.
Premier is targeting a pay-out ratio of 30% to 60% (2.0x to 2.5x times cover) of diluted headline earnings
per share from continuing operations considering its targeted leverage ratio (net debt / EBITDA) of
approximately 1.5x by the end of FY2025, as well as its cash generation and growth aspirations.
Premier’s current intention is to declare a maiden dividend in 2024 post the release of FY2024 full year
financial results, to be paid out of retained earnings.
5. KEY STRENGTHS
Premier is a highly attractive investment opportunity, within the food producers’ sector, differentiated by
consistently strong financial and operational performance and a scalable platform. Premier believes that
the following key strengths contribute to its success and distinguish it from its competitors:
- Premier is well positioned as a sector CPG leader within the Sub-Saharan African market;
- Premier is the largest unlisted South African essential foods business in the market (Source:
Euromonitor, Staple Foods in South Africa, Dec 2021 and Mail & Guardian, SA’s Food Security –
Premier Helping to Feed the Nation, Oct 2022);
- Premier has a track record of withstanding input cost pressures in a rising inflationary environment;
- Premier has a consistent track record of superior financial performance;
- Premier’s continued capital expenditure investment has delivered fully integrated, best-in-class
facilities;
- Premier has identified growth vectors to bolster its leading market position and support future
success; and
- Premier has a highly skilled and experienced management team.
6. OVERARCHING BUSINESS STRATEGY
Premier pursues its purpose to ensure that its products and employees make a difference in the
everyday lives of consumers through "The Premier Way" to:
Unlock future growth – focusing on the optimisation and growth of the core business through innovation
and improved efficiency and costs, together with the delivery of attractive growth, margin returns and
returns to investors.
Earn the right to operate in communities – ensuring the protection of the health and safety of employees
and consumers, pursuing Sustainable Development goals and limiting our impact on the planet and
purpose through social upliftment and a more inclusive organisation which is achieved by a clear
commitment to building employee engagement equity within communities and a focus on B-BBEE within
the business.
Grow together to be the best – developing Premier’s people through improved leadership strength,
functional competencies at all levels, entrench performance management processes, retaining critical
staff and promoting diversity and inclusiveness to inspire employees with a sense of belonging to make
a meaningful contribution.
Be brilliant at the basics – creating fit-for-purpose products that reflect value for money and strive for
continuous improvement in all operations, identifying cross-functional efficiencies, providing consistent
quality and product and service availability to the end consumer.
The Premier Way underpins the leadership and communication philosophy within the business to
execute on strategy and build the employee value proposition.
Premier operates in a high-performance growth culture with corporate and operational business
scorecards focused on driving growth. Premier measures the execution of its strategies and its
performance on a quarterly basis and adapts plans and tactics where necessary. This ensures that
Premier remains agile and relevant in its dynamic business environment.
7. DIRECTORS AND MANAGEMENT
The directors of Premier on the Admission Date are set out below:
Name (age) Position Nationality Address
Cornelius Johannes Independent Non- South African Building 5, Maxwell Office
Roodt (63) Executive Director and Park, Magwa Crescent West,
Chairman Waterfall, 2090
Jacobus Johannes Executive Director and South African Building 5, Maxwell Office
Gertenbach (51) CEO Park, Magwa Crescent West,
Waterfall, 2090
Fritz Executive Director and South African Building 5, Maxwell Office
Grobbelaar (45) CFO Park, Magwa Crescent West,
Waterfall, 2090
Rolf Mark Non-Executive Director South African Building 5, Maxwell Office
Hartmann (48) Park, Magwa Crescent West,
Waterfall, 2090
Peter Robert Nainby On 11 November 2022 British Building 5, Maxwell Office
Hayward Butt (50) became the Alternate Park, Magwa Crescent West,
Director to Rolf Mark Waterfall, 2090
Hartmann
Faith Nondumiso Independent Non- South African Building 5, Maxwell Office
Khanyile (55) Executive Director Park, Magwa Crescent
West, Waterfall, 2090
Jonathan Non-Executive Director South African Building 5, Maxwell Office
Matthews (48) / British Park, Magwa Crescent West,
Waterfall, 2090
Harish Independent Non- South African Building 5, Maxwell Office
Ramsumer (61) Executive Director Park, Magwa Crescent West,
Waterfall, 2090
Wandile Independent Non- South African Building 5, Maxwell Office
Sihlobo (32) Executive Director Park, Magwa Crescent West,
Waterfall, 2090
Iaan Non-Executive Director South African Building 5, Maxwell Office
van Heerden (51) Park, Magwa Crescent West,
Waterfall, 2090
8. IMPORTANT DATES AND TIMES
The following indicative timetable sets out expected dates for the implementation of the Offer and the
Admission*.
Key action 2023
Opening date of the Offer at 09:00 on Friday, 10 March
Publication of the Pre-listing Statement on Friday, 10 March
Release of the Abridged Pre-listing Statement on SENS on Friday, 10 March
Publication of the Abridged Pre-listing Statement in the press on Monday, 13 March
Last date and time for indications of interest for purposes of book
building to be received up until 12:00 on Friday, 17 March
Closing date of the Offer at 12:00 on Friday, 17 March
Successful applicants advised of allocations on Friday, 17 March
Publication date of the final number of Offer Shares released on SENS
on Monday, 20 March
Publication date of the final number of Offer Shares published in the
press on Wednesday, 22 March
Settlement and Admission Date Friday, 24 March
* The above dates and times are subject to amendment. Any such material amendment will be released on SENS and published
in the South African Press.
9. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be viewed on the Company’s
website at www.premierfmcg.com or, by eligible investors, during normal business hours from Friday,
10 March 2023 until Friday, 17 March 2023 from Premier, RMB and Computershare Investor Services
(Proprietary) Limited as follows:
Premier Rand Merchant Bank
Building 5 1 Merchant Place
Maxwell Office Park Cnr Fredman Drive and Rivonia Road
Magwa Crescent West Sandton, 2196
Waterfall, 2090
Computershare Investor Services Proprietary
Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Johannesburg
10 March 2023
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator, Joint Bookrunner and Stabilisation Manager
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator and Joint Bookrunner
The Standard Bank of South Africa Limited
Joint Bookrunner
Investec Bank Limited
South African Legal Advisor to the Company
DLA Piper Advisory Services Proprietary Limited
South African Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Webber Wentzel
International Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Linklaters LLP
Independent Reporting Accountants and auditors
PricewaterhouseCoopers Inc.
DISCLAIMER
Prospective investors are expressly advised that an investment in Ordinary Shares entails certain risks and
that they should therefore carefully read and review the entire Pre-listing Statement. Prospective investors
should not just rely on key information or information summarised within the Pre-listing Statement or this
Abridged Pre-listing Statement. Prospective investors should, in particular, read the section of the Pre-
listing Statement entitled "Risk Factors" when considering an investment in the Ordinary Shares. A
prospective investor should not invest in Ordinary Shares unless it has the expertise (either alone or with a
financial adviser) to evaluate how the Ordinary Shares will perform under changing conditions, the resulting
effects on the value of the Ordinary Shares and the impact this investment will have on the prospective
investor’s overall investment portfolio. Prospective investors should also consult their own tax advisers as
to the tax consequences of the purchase, ownership and disposal of the Ordinary Shares.
The content of this Abridged Pre-listing Statement and the Pre-listing Statement should not be construed
as business, legal or tax advice. It is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Company, the Directors, Brait (or its directors),
Brait PLC (or its directors), Titan (or its directors) or any of their advisers or any of their respective
representatives that any recipient of this Abridged Pre-listing Statement and/or the Pre-listing Statement
should purchase any Ordinary Shares. Prospective investors should consult their own professional adviser
before making any investment decision with regard to the Ordinary Shares, among other things, to consider
such investment decision in light of his or her personal circumstances and in order to determine whether or
not such prospective investor is eligible to purchase Ordinary Shares. In making an investment decision,
prospective investors must rely on their own analysis, enquiry and examination of the Company and the
Ordinary Shares, including the merits and risks involved.
The contents of this Abridged Pre-listing Statement have been prepared by and are the sole responsibility
of Premier.
The information contained in this Abridged Pre-listing Statement is for background purposes only and does
not purport to be full or complete. No reliance may be placed by any person for any purpose on the
information contained in this Abridged Pre-listing Statement or its accuracy, fairness, or completeness.
This Abridged Pre-listing Statement is not for publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan. The distribution of this Abridged Pre-listing Statement 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 Abridged Pre-listing Statement does not constitute or form a part of any offer or solicitation to purchase
or subscribe for securities to any person in the United States, Australia, Canada, or Japan or in any
jurisdiction.
Copies of this Abridged Pre-listing Statement are not being made and may not be distributed or sent into
the United States, Canada, Australia, or Japan.
This Abridged Pre-listing Statement does not constitute or form part of any offer or solicitation or
advertisement to purchase any shares in South Africa, including an offer to the public for the sale of, or the
solicitation of an offer to buy, shares as defined in the South African Companies Act 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 71 of 2008 ("Companies Act"). In South Africa this Abridged Pre-
listing Statement is directed only at (i) persons falling within the exemptions set out in section 96(1)(a) of
the Companies Act; (ii) persons who subscribe, as principal, for Shares at a minimum aggregate
subscription price of R1,000,000, as envisaged in section 96(1)(b), of the Companies Act; and (iii) to
selected persons outside the United Stated in reliance on Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act") (all such persons in (i), (ii) and (iii) being referred to as "relevant
persons"). Any investment activity to which this Abridged Pre-listing Statement 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 Abridged Pre-listing Statement or any of its contents. This Abridged Pre-listing Statement does not,
nor does it intend to, constitute a "registered prospectus", as contemplated by the Act.
The information contained in this Abridged Pre-listing Statement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37
of 2002, as amended ("FAIS Act") 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 Abridged Pre-listing Statement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration, exemption from registration or qualification under the
securities laws of any jurisdiction. This Abridged Pre-listing Statement is not an offer of securities for sale
in the United States. The securities mentioned herein have not been, and will not be, registered under the
Securities Act. The securities may not be offered or sold in the United States.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this
Abridged Pre-listing Statement and any offer if made subsequently is 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 Abridged Pre-listing
Statement 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.
The statements contained in this Abridged Pre-listing Statement are made as at 10 March 2023, unless
some other time is specified in relation to them, and publication of this Abridged Pre-listing Statement shall
not give rise to any implication that there has been no change in the facts set forth herein since such date.
Accordingly, the delivery or publication of this Abridged Pre-listing Statement shall not, under any
circumstances, create any implication that there has been no change in the facts set forth herein since the
date of this Abridged Pre-listing Statement or that the information contained in this Abridged Pre-listing
Statement is correct as at any time subsequent to the date of this Abridged Pre-listing Statement. Nothing
contained in this Abridged Pre-listing Statement shall be deemed to be a forecast, projection or estimate of
the future financial performance of the Group except where otherwise stated.
Forward-looking statements
This Abridged Pre-listing Statement may include statements that are, or may be deemed to be, "forward-
looking statements". These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking statements
reflect the Group’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, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of
the date they are made.
Each of the Company, Brait, Ethos, RMB, Investec and Standard Bank and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement
contained in this Abridged Pre-listing Statement whether as a result of new information, future
developments or otherwise.
This Abridged Pre-listing Statement 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 timing of the Admission may be influenced by factors 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 Abridged Pre-listing Statement
relates may expose an investor to a significant risk of losing the entire amount invested. Persons
considering making such investments should consult an authorised person specialising in advising on such
investments. This Abridged Pre-listing Statement does not constitute a recommendation concerning the
Offer. The value of 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.
None of Brait, RMB, Investec and Standard Bank 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 Abridged
Pre-listing Statement (or whether any information has been omitted from the Abridged Pre-listing
Statement) or any other information relating to the Company, its subsidiaries or associated companies,
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 the Abridged Pre-listing Statement or its contents or otherwise
arising in connection therewith.
The contents of this Abridged Pre-listing Statement should be considered and inspected independently and
not in conjunction with any other information prepared by any person and published in connection with the
Withdrawn IPO. Neither Premier, Brait, Brait PLC, RMB, Standard Bank, Investec, Ethos, any person who
controls Premier, Brait, Brait PLC, Ethos, RMB, Investec or Standard Bank, any director, officer, employee
or agent of any of them or any affiliate of any such person accepts or assumes, any liability or responsibility
whatsoever in respect of the 2022 Abridged Pre-listing Statement (including for any deliberate or
inadvertent reliance or purported reliance thereon by any persons) nor for any inconsistency or any
difference between the 2022 Abridged Pre-listing Statement and this Abridged Pre-listing Statement.
Each of RMB, Investec and Standard Bank are acting exclusively for the Company and Brait and no-one
else in connection with the Offer. They will not regard any other person as their respective clients in relation
to the Offer and will not be responsible to anyone other than the Company and Brait for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents
of this Abridged Pre-listing Statement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of RMB, Investec and Standard Bank and any of their respective affiliates,
may take up a portion of the Shares 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 Pre-listing
Statement, once published, to the Shares being issued, offered, subscribed, acquired, placed, or otherwise
dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by
any of RMB, Investec and Standard Bank and any of their respective affiliates acting in such capacity.
In addition, RMB, Investec and Standard Bank may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to time acquire, hold, or dispose of Shares.
None of RMB, Investec and Standard Bank nor any of their respective affiliates intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations
to do so.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been audited
or independently verified, nor has the Company ascertained the underlying economic assumptions relied
upon therein.
Date: 10-03-2023 07:05:00
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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