Wrap Text
Termination of Stabilisation Activities and Exercise of Overallotment Option
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
("Optasia" or the "Company", together with its subsidiaries and affiliate entities the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
TERMINATION OF STABILISATION ACTIVITIES AND EXERCISE OF OVERALLOTMENT OPTION
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the pre-listing statement made available on Monday, 20 October 2025 on the Company's website at
https://optasia.com/investor-relations/ (the "Pre-listing Statement").
Shareholders are advised that, as set out in the Pre-listing Statement and the announcement released
by the Company on SENS on Monday, 30 October 2025, certain Selling Shareholders (the
"Overallotment Shareholders") have granted The Standard Bank of South Africa Limited (acting through
its Corporate and Investment Banking division) as stabilisation manager (the "Stabilisation Manager")
the Overallotment Option, which entitled the Stabilisation Manager to require the Overallotment
Shareholders, to sell up to an additional 44 665 332 Ordinary Shares representing (at the Offer Price)
an aggregate amount of ZAR849 million, in connection with any Stabilisation potentially required to
support the market price of the Ordinary Shares to the extent it fell below the Offer Price during the
Stabilisation Period.
The Company would like to inform Shareholders that as at the close of trading on Thursday, 27
November 2025, the Stabilisation Manager had repurchased a total of 8 852 556 Ordinary Shares,
comprising 19.82% of the Overallotment Option, which will be distributed to the Overallotment
Shareholders. It is currently not anticipated that further Stabilisation will be required given the current
performance of the Ordinary Shares. Accordingly, the Stabilisation Manager has consulted with the
Overallotment Shareholders and determined, with the consent of the Company, that no Stabilisation
transactions will be effected from the date of this announcement.
In connection with the aforementioned discontinuation and cessation of Stabilisation, the Stabilisation
Manager has elected to exercise the Overallotment Option for the sale consideration of ZAR680 million
to close out its short position resulting from overallotments under the Offer to settle its redelivery
obligations under the Securities Lending Agreement as outlined in the Pre-listing Statement. Following
the implementation of the Overallotment Option, the final size of the Offer will be 333 525 439 Ordinary
Shares, representing an aggregate value of ZAR6.3 billion at the Offer Price.
Johannesburg
27 November 2025
IPO Transaction Sponsor
The Standard Bank of South Africa Limited
South African Legal Adviser to Optasia
Webber Wentzel
International Legal Adviser to Optasia
Milbank LLP
Independent Auditor
Ernst & Young Middle East (Abu Dhabi Branch)
South African Legal Adviser to the Joint Global Coordinators and Bookrunner
Bowman Gilfillan Inc. t/a Bowmans
International Legal Adviser to the Joint Global Coordinators and Bookrunner
Linklaters LLP
BVI Legal Adviser to Optasia
Walkers (Europe)
Enquiries:
Investor Relations
IR@optasia.com
Media
optasia@brunswickgroup.com
Independent Financial Adviser
Moelis
Will Peters
+44 (0) 20 7634 3730
Alexander Hageman
Joint Global Coordinator, Stabilisation Manager and Sponsor
Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
Natasha Sanders
Andrea Rosso
+44 (0) 20 7425 8000
Bookrunner
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0) 11 286 7000
DISCLAIMER
Forward-looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future actions. These
forward-looking statements are statements that are not historical facts and 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.
All forward-looking statements are solely based on the views and considerations of the Group, and in particular as at the date
hereof. These statements involve risk and uncertainty as they relate to events and depend on circumstance that may or may not
occur in the future. The Group does not undertake to update or revise any of these forward-looking statements publicly, whether
to reflect new information, future events or otherwise. These forward-looking statements have not been reviewed or reported on
by the Group's external auditors.
Each of the Company, the Joint Global Coordinators and the Bookrunner and their respective affiliates as defined under Rule
501(b) of Regulation D of the U.S. Securities Act, expressly disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement whether as a result of new information, future developments or
otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Optasia
to proceed with the Offer or any transaction or arrangement referred to therein.
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness
or completeness. This announcement does not, and is not intended to, constitute or form part of and should not be construed as
any offer for sale or subscription of, or invitation for or solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, or issue, any security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in
connection with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South Africa,
Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories and possessions, any State
of the United States and the District of Columbia) or any member state of the EEA). The Offer referred to in this announcement
will be implemented pursuant to the Pre-listing Statement. This announcement is not the Pre-listing Statement and does not
contain all of the information required for a Pre-listing Statement prepared in accordance with the relevant disclosure requirements
under the JSE Listings Requirements.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into any jurisdiction outside of South
Africa (including, without limitation, Australia, Canada, Japan, the United Kingdom, the United States (including its territories and
possessions, any State of the United States and the District of Columbia) or any member state of the EEA) if such distribution is
restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If the distribution
of this announcement and any accompanying documentation in or into any jurisdiction outside of South Africa is restricted or
prohibited by, or would constitute a violation of, the laws or regulations of any such jurisdiction, such document is deemed to have
been sent for information purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements or
restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority. This announcement does not take into
account the investment objectives, financial situation or particular needs of any particular person. Further, the contents of this
announcement do not constitute legal advice or purport to comprehensively deal with the legal, regulatory and tax implications of
the Offer for any potential investor. Recipients are accordingly advised to consult their professional advisers about their personal
legal, regulatory and tax positions regarding the matters contained in this announcement.
None of the Company, the Joint Global Coordinators, the Bookrunner, Moelis & Company UK LLP (the "Independent Financial
Adviser") and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees,
advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or
warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this
announcement including but not limited to any investment considerations (or whether any information has been omitted from this
announcement) or any other information relating to the Company 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 this
announcement or its contents or otherwise arising in connection therewith.
The Joint Global Coordinators, the Bookrunner and the Independent Financial Adviser are acting exclusively for the Company
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 for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. This announcement does not constitute and should not be considered as any form of financial
opinion or recommendation by them. None of them provide legal, tax or accounting advice and recipients are strongly advised to
consult their own independent advisers on any legal, tax or accounting issues relating to this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe
for securities (as defined in the South African Companies Act) in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, securities or otherwise 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. Accordingly, this announcement does not constitute a "registered prospectus" or an "advertisement" relating to an "offer to
the public", as contemplated by the South African Companies Act. No prospectus has been, or will be, filed with any regulatory
authority, including the South African Companies and Intellectual Property Commission in respect of this information in this
announcement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended, and should not be construed as an
express or implied recommendation, guide or proposal that the Offer, or the present or future business or investments of the
Group, is appropriate to the particular investment objectives, financial situations or needs of any prospective investor, and nothing
in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in
South Africa.
The Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Shares may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of securities in the United States, Canada, Australia and
Japan.
The issue or sale of Shares in the Offer are subject to specific legal or regulatory restrictions in certain jurisdictions. The Group
assumes no responsibility in the event there is a violation by any person of such restrictions. In the United Kingdom, this
communication is being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article
2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation") who are also; (i) investment professionals falling within Article 19(5) of the Order; (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may be lawfully communicated (all such
persons in (i), (ii) and (iii) above, together being referred to as "relevant persons"). In the United Kingdom, any invitation, offer or
agreement to subscribe for, purchase or otherwise acquire securities.
Date: 27-11-2025 05:30:00
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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