Wrap Text
Listing of Sagarmatha Technologies on the main board of The JSE Limited (“JSE”) and abridged pre-listing statement
SAGARMATHA TECHNOLOGIES LIMITED
(Previously African Technology and Media Holdings Proprietary
Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2013/181904/06
JSE share code: SGT
ISIN ZAE000252334
(“Sagarmatha Technologies” or the “Company”)
LISTING OF SAGARMATHA TECHNOLOGIES ON THE MAIN BOARD OF THE JSE
LIMITED (“JSE”) AND ABRIDGED PRE-LISTING STATEMENT
1. INTRODUCTION
1.1. Sagarmatha Technologies Limited is an integrated African
technology platform group with aspirations to become the
African leader in e-commerce, digital media and syndicated
content and technology ventures as part of the Fourth
Industrial Revolution.
1.2. Sagarmatha Technologies was incorporated in South Africa on
2 October 2013 as Virturtorque Proprietary Limited. On 17
June 2014, the Company was renamed Independent Media
Corporate Services Proprietary Limited, and subsequently, on
20 January 2015, changed its name to African Technology and
Media Holdings Proprietary Limited. On 21 September 2017,
the Company was converted to a public company and on 28
September 2017, renamed Sagarmatha Technologies Limited.
1.3. Shareholders are herewith advised that the JSE has granted
Sagarmatha Technologies a listing of all its issued ordinary
shares on the main board of the JSE (“Listing”), under the
abbreviated name “Sagarmath”, share code “SGT” and ISIN
ZAE000252334, with effect from the commencement of trade on
Friday, 6 April 2018 (“Listing Date”), subject to obtaining
the requisite shareholder spread as required in terms of the
listings requirements of the JSE (“JSE Listings
Requirements”), to raising a minimum amount of
R3 000 000 000 as part of the Listing and to the publication
of the reviewed provisional financial statements of
Sagarmatha Technologies for the year ended 31 December 2017
on SENS prior to the Listing Date. Sagarmatha Technologies
will be listed in the “Media” sector (sub-sector:
Broadcasting and Entertainment) of the main board of the
JSE.
1.4. In order to provide Sagarmatha Technologies with additional
capital to fund its further expansion, Sagarmatha
Technologies will, in conjunction with the Listing,
undertake a private placement involving an offer to invited
investors to subscribe for up to 189 298 334 ordinary no par
value shares in the Company (“Private Placement Shares”) at
R39.62 per share, thereby raising R7.5 billion for Sagarmatha
Technologies (“Private Placement”).
2. PUBLICATION AND DISTRIBUTION OF PRE-LISTING STATEMENT
2.1. The pre-listing statement in relation to the Listing, which
contains detailed information regarding Sagarmatha
Technologies (“Pre-listing Statement”), was published today,
Wednesday, 28 March 2018 and is available on Sagarmatha
Technologies’ website (www.sagarmathatech.com).
2.2. Terms appearing in title case in this announcement and that
are not otherwise defined herein, shall bear the meanings
assigned to them in the Pre-listing Statement.
3. SALIENT DATES AND TIMES RELATING TO THE PRIVATE PLACEMENT AND
LISTING
The salient dates and times relating to the Private Placement
and the Listing are set out below:
2018
Abridged Pre-listing Statement published Wednesday, 28 March
on SENS on
Pre-listing Statement published on Wednesday, 28 March
Sagarmatha Technologies’ website
(www.sagarmathtech.com) and made available
for inspection
Opening date of Private Placement on Wednesday, 28 March
Abridged Pre-listing Statement published Thursday, 29 March
in the press on
Closing date of Private Placement at 17:00 Thursday, 29 March
on
Notification of application to successful Tuesday, 3 April
Invited Investors on
Results of Private Placement released on Tuesday, 3 April
SENS on
Applicant’s CSDP or broker must commit to Thursday, 5 April
Strate to the receipt of the applicant’s
allocation of Private Placement Shares
against payment on
Accounts at CSDPs/Brokers updated in Friday, 6 April
respect of Dematerialised Shareholders on
Listing of Shares on the JSE expected at Friday, 6 April
commencement of trade at 09:00 on
Notes:
1. All dates and times are reflected in South African Standard
Time (SAST or GMT+2) and are subject to amendment. Any such
amendment will be released on SENS and published in the South
African press.
2. Invited investors must advise their CSDP or broker of their
acceptance of the Private Placement Shares in the manner and
cut-off time stipulated by their CSDP or broker.
3. CSDPs effect payment on a delivery-versus-payment basis.
4. ABRIDGED PRE-LISTING STATEMENT OF SAGARMATHA TECHNOLOGIES
The Abridged Pre-Listing Statement appearing below, is not an
invitation to the public to subscribe for Shares but is issued
in compliance with the JSE Listings Requirements for the
purpose of providing information to the public and investors
in respect of Sagarmatha Technologies.
4.1. OVERVIEW OF THE SAGARMATHA TECHNOLOGIES GROUP
4.1.1. Sagarmatha Technologies Limited is an integrated African
technology platform group with aspirations to become the
African leader in e-commerce, digital media and syndicated
content and technology ventures as part of the Fourth
Industrial Revolution. It currently owns the following:
4.1.1.1. 95% of ANA, a content syndication and news wire agency;
4.1.1.2. 83.3% of Loot Online, a general merchandise online
retailer;
4.1.1.3. 60% of IOL Property JV, an online classifieds business
specialising in property;
4.1.1.4. 100% of Independent Online, an online news business; and
4.1.1.5. 100% of Sagarmatha Enterprise Solutions targeting global
innovation and growth areas of ICT and
acquiring/partnering with experts in the space.
4.1.2. In addition to the above, Sagarmatha will acquire a
controlling interest in Independent Media prior to
Listing. As a result of the acquisition, Sagarmatha will
own an effective 55% interest in Independent Media, a
leading media house in South Africa with a reach of
approximately 5.5 million people and deep content
capabilities. This will make Sagarmatha Technologies one
of a few global technology groups with an integrated value
proposition of platforms, e-commerce, content, and
distribution, enabled for prime customer monetisation.
4.1.3. Sagarmatha owns and develops integrated technology
platforms including content management services (CMS),
data management platforms (DMP), automated marketing and
merchandising software, e-commerce technology platforms
with enterprise resource planning systems, social media
platforms, search functionality, video player and video
platforms, augmented reality and user generated content
applications, online website creation tool, mobile and
online applications.
4.1.4. Sagarmatha believes it is uniquely positioned to create an
integrated multi-sided platform ecosystem in Africa that
knits technology platforms; content creation and
distribution and e-commerce into a consolidated value
proposition aimed at attracting prime customers for
monetisation.
4.1.5. The overall strategy of the Group is to use its integrated
ecosystem to attract new and grow existing audiences and
customers off its content and e-commerce platforms and to
convert a high segment of its customers to a prime customer
offering (known as Sagarmatha Peak) that is monetised
through annuity subscriptions; product and service sales
and third-party advertising. This strategy of a
consolidated offering to audience, customers and
advertisers, built on proprietary technology, positions
Sagarmatha to become a leading multisided platform group
in Africa.
4.1.6. Sagarmatha Peak will offer customers a monthly
subscription that gives them access to a range of services
that bundles together current and future offerings from
various Sagarmatha businesses and partners. This would
include free delivery and/or expedited delivery from its
e-commerce platforms; access to instant streaming of TV
shows and movies (including original content) from its
video and entertainment business; free subscriptions to
daily and weekend newspapers and magazines from its branded
media platform; early access to deals; members-only sales
and discounts; discounts on video games and photo storage.
4.1.7. The basic Sagarmatha Peak membership model will have a set
of extensions including:
4.1.7.1. Business Peak which offers business customers a bundled
enterprise package that includes access to Sagarmatha
Web Services; access to Sagarmatha private marketplace;
discounts on advertising in print and digital products
offered through ANA and Branded Media as well as custom
content solutions offered by Studio Independent;
4.1.7.2. Student Peak which offers students free access to a range
of edu-tech products;
4.1.7.3. Sport Peak which offers sports enthusiasts access to a
range of niche sports products; and
4.1.7.4. Health Peak which offers access to healthtech products
as well as partner products.
4.1.7.5. Sagarmatha Technologies believes growth will come from
organic expansion, key partnerships and strategic
acquisitions. Scale will drive a low marginal cost of
production in the overall ecosystem as Sagarmatha’s
platforms can be replicated in new markets. This will
require substantial investment over the next few years
and the intention is to utilise the proceeds of the
Private Placement to either scale up existing platforms
and/or acquire new platforms and enter new markets.
Sagarmatha Technologies has no plans to increase its
shareholding in its existing businesses where minority
shareholders are present.
4.1.7.6. Sagarmatha Technologies has 14 Verticals as component
parts of its ecosystem, each one a lever that amplifies
the value proposition of the Group. Each Vertical
delivers a benefit to Sagarmatha and ultimately to
Sagarmatha Peak and in turn extracts data intelligence
to grow and expand the individual businesses. The Group
has aspirations to be a leader in each of the Verticals.
4.1.7.7. The Verticals consists of:
4.1.7.7.1. B2C E-commerce;
4.1.7.7.2. Syndicated Content Distribution;
4.1.7.7.3. Digital Media Online;
4.1.7.7.4. Classifieds Marketplace;
4.1.7.7.5. Branded Media;
4.1.7.7.6. Video and Entertainment;
4.1.7.7.7. Prime Custom Content Solutions;
4.1.7.7.8. Integrated Logistics Platforms;
4.1.7.7.9. Technology Platform Ventures;
4.1.7.7.10. SCB2B Industry Marketplace and B2B Regional and
Country Marketplace;
4.1.7.7.11. B2B Regional and Country Marketplace;
4.1.7.7.12. Enterprise Tech Solutions (ETS);
4.1.7.7.13. Boutique E-Tech and M-Tech (mobile) Solutions;
and
4.1.7.7.14. Mobility (Outdoor) Advertising.
4.1.7.8. These 14 Verticals and their platforms will be anchored
on advanced content management and algorithm
technologies. Sagarmatha Technologies’ business model is
to be flexible, scalable, integrated and able to increase
revenue off a relatively fixed cost base. The Group
believes that it is well positioned to be a leading
provider of platform technologies across these 14
Verticals, and that the capital raised by the Private
Placement will enable it to achieve the required scale
in the targeted African markets.
4.1.7.9. Syndicated Content Distribution, e-Commerce (B2C E-
Commerce, SCB2B Industry Marketplace and B2B Regional
and Country Marketplace) and Digital Media Online are
expected to be the primary Verticals for Sagarmatha
Technologies going forward.
4.2. OVERVIEW OF SAGARMATHA TECHNOLOGIES’ EXISTING BUSINESS
SECTORS
4.2.1. B2C E-COMMERCE AND EXPANSION PLANS
4.2.1.1. Sagarmatha Technologies owns 83.3% of Loot Online.
Headquartered in Cape Town, Loot Online
(http://www.loot.co.za), is a leading South African
based multi-category online retailer.
4.2.1.2. Through its desktop and mobile websites and
applications, Loot Online delivers a convenient and
intuitive online shopping experience, that currently
offers 14 million products across 17 categories: Books;
Movies and TV; Games; Music; Computers; Toys; Baby;
Kitchen; Home; Outdoor; DIY; Health and Beauty;
Stationery and Office; and Arts and Crafts.
4.2.1.3. Sagarmatha Technologies believes that e-commerce
presents a significant opportunity in Africa, with a
number of factors supporting its expansion, including
increasing online penetration and mobile adoption; the
emergence of new payment methods; and improved network
and logistics infrastructure. The South African online
retail market is still very nascent, and only constitutes
in the region of 2 % of total general merchandise retail
sales (excluding groceries). In the rest of Africa, the
online market is also at a very early stage and the
traction is mostly with general merchandise market
places. Management believes that in Africa the e-
commerce market is still very contestable with a high
degree of price elasticity.
4.2.1.4. Management believes that the timing is right to grow
Loot Online and achieve its objective of being one of
the largest and most customer-centric general
merchandise e-commerce destinations in Africa.
4.2.2. SYNDICATED CONTENT DISTRIBUTION
4.2.2.1. ANA was launched in March 2015 and is Africa’s only
multimedia content syndication platform. Syndicated
content distribution is the process of pushing
multimedia content from a website to subscribing third
parties who will in turn redistribute it on their own
websites.
4.2.2.2. ANA was incorporated by the Group in 2015, with the Group
holding 79% and Sekunjalo Investments Holdings 21% of
the issued share capital of ANA. In 2015, Sagarmatha
Technologies and Sekunjalo Investments diluted their
shareholdings to 75% and 20% respectively when an
international investor, the China Africa Fund (a
division of the China Development Bank), subscribed for
5% of ANA’s issued share capital. In 2016, Sagarmatha
Technologies acquired Sekunjalo Investments Holdings’
20% interest in ANA.
4.2.2.3. ANA’s marginal cost-of-content strategy is crafted
around strategic media partnerships, with news and media
organisations on the African continent. These
partnerships enable ANA to package and on-sell authentic
African content to news and media organisations across
Europe, North America and the BRICS countries.
4.2.3. DIGITAL MEDIA
4.2.3.1. Sagarmatha Technologies owns 100% of IOL which is
headquartered in Cape Town. The CEO of IOL is Walter
Madzonga who oversees a staff complement of 20 people.
4.2.3.2. IOL (https://www.iol.co.za) is a popular South African
free-to-access news website. The site is device
responsive, and can be accessed on desktop and on all
mobile screen sizes. It is also available via an app
from Apple and Android devices. IOL offers general news
and premium content in the areas of business, sport,
entertainment, lifestyle, travel and motoring.
4.2.3.3. Digital Media Online operates other digital media sites
outside of IOL. These include 14 hyperlocal sites on
behalf of Africa Community Media (Pty) Ltd and African
Independent on behalf of ANA.
4.2.3.4. Digital content from Independent Media brands and titles
is showcased to South African and international
audiences, via IOL.
4.2.4. CLASSIFIED MARKETPLACE
4.2.4.1. Classifieds Marketplace is headquartered in Cape Town
and has offices in Johannesburg, Pretoria and KwaZulu-
Natal. The CEO is Samantha Naidu, who oversees a staff
complement of 180 people.
4.2.4.2. Classifieds Marketplace has a portfolio with B2B, B2C
and C2C offerings across a variety of media products
(online and print). It currently has three digital
platforms in Motoring, Careers and Property. These
products, which were previously print focused, have now
been transformed into digital-first offerings. Each
platform offers a secure, credible and transparent
website. Sites are Search Engine Optimised (SEO), rich
and fully responsive, making them accessible across all
devices.
4.2.5. BRANDED MEDIA
4.2.5.1. Sagarmatha Technologies, through Independent Newspapers,
has one of the largest offerings of Branded Media
platforms (online and print) in South Africa. The
Branded Media Vertical has a reach of over 12 million
people weekly (All Media Products Study - 2015).
4.2.5.2. The Branded Media Vertical’s portfolio consists of:
4.2.5.2.1. African focused multi-channel brand – the African
Independent brand exists monthly in print and daily
in digital format. It is widely distributed on the
continent and is a regular media partner at
prominent events. The brand has a presence in 18
African countries.
4.2.5.2.2. National focused multi-channel brands - focusing on
national news matters, with an emphasis on
politics, business, sport and entertainment. These
are reputable insightful brands amongst political
and business leaders. Popular titles include The
Star and The Sunday Independent.
4.2.5.2.3. Regional focused multi-channel brands - comprise
daily metro titles which cover daily metro news,
business, sport and entertainment. The portfolio
covers the major metropolitans in South Africa.
Popular titles include Pretoria News, Daily News,
Mercury, Cape Argus, Cape Times.
4.2.5.2.4. Hyperlocal focused multi-channel brands – dealing
with community specific matters. These are
published weekly and the brands are household names
having been in existence for decades.
4.2.5.2.5. Vernacular focused multi-channel brands – niche
offering in indigenous languages. Isolezwe is the
largest vernacular paper in South Africa.
4.2.5.2.6. Magazines – premium consumer focus with some of the
most prestigious brands on the continent. Popular
publications include GQ, Glamour, House and Garden,
Gourmet.
4.2.5.3. Sagarmatha Technologies recognises the benefits of
integrating specialised Branded Media content with new
monetisable technology platforms like e-commerce, and
further recognises the value of the Independent Media’s
Branded Media portfolio as a critical component of
drawing audiences to its wide array of platforms.
4.2.5.4. This platform earns revenue from advertising and from
sales of newspapers and subscriptions.
4.2.6. VIDEO AND ENTERTAINMENT
4.2.6.1. Sagarmatha Technologies owns 100% of ANA Pics. ANA Pics
houses Sagarmatha’s Video and Entertainment business.
4.2.6.2. ANA Pics is headquartered in Cape Town. The CEO of ANA
Pics is Amit Makan who oversees a staff complement of 46
people.
4.2.6.3. ANA Pics owns and manages a product called Video360
(https://www.video360.co.za). Video360 is a video
sharing site and app similar in many respects to YouTube.
Video360 has a uniquely African feel about it with the
focus on African content. IOL uses Video360 plugins.
4.2.6.4. Video360 generates revenue from the sale of advertising
that runs before or after videos play.
4.2.6.5. Video360 went live in September 2017 and showcases daily
news stories in video format. The website has not been
marketed to the public as yet as it is being further
developed technically to include a user generated
content mechanism that will see video producers earn a
share of revenue from views that we believe will be more
preferential than those earned on competitor platforms.
Once the technical implementation is completed in
February 2018, an aggressive marketing strategy will be
implemented to attract video producers to submit
content.
4.2.7. PRIME CUSTOM CONTENT SOLUTIONS
4.2.7.1. Sagarmatha Technologies has a team of skilled
professional editorial writers, designers and artists
who comprise Studio Independent, an in-house commercial
content team that provides multi-channel content
marketing services to brands and service providers.
4.2.7.2. The chief executive officer of Studio Independent is
Vasantha Angamuthu who oversees a team of 98 journalists
with skills ranging from writing, editing, content
production, graphic arts, photography, video and page
design. Studio Independent is a one-stop-shop for
content strategy, product development, content
development and media buying across all platforms. Its
core services include:
4.2.7.2.1. Creating, managing and distributing content,
including advertising content, on behalf of
advertising clients;
4.2.7.2.2. developing bespoke content campaigns for clients to
specific audiences and communities including text,
images and video; and
4.2.7.2.3. social media management on campaigns to client
owned digital and social platforms or directed to
Sagarmatha technologies owned media platforms.
4.2.7.3. The Company offers a full-service content agency that
provides custom solutions, channel management and
bespoke product development for advertising clients. It
provides prime content which can be monetised through
sponsored content, advertising, content production and
subscriptions.
4.2.8. INTEGRATED LOGISTICS PLATFORMS
4.2.8.1. Sagarmatha Technologies currently has traditional
logistics businesses inherited with its legacy
traditional media businesses. These service the three
major metropolitan areas in South Africa and are skewed
towards servicing its print businesses.
4.2.8.2. The distribution network, though old, has penetration
into major retailers, businesses and homes (primarily in
urban areas).
4.2.8.3. The Company’s strategy is to scale up this unit so that
it complements the e-commerce strategy through e-
delivery (combining physical logistics assets into Loot
Online’s logistics application), drone delivery service,
express courier, freight clearing and forwarding.
4.2.9. TECHNOLOGY PLATFORM VENTURES DATA
4.2.9.1. Sagarmatha Technologies believes data is central to
Africa's development and growth agenda as well as central
to the growth agenda of the Group. Sagarmatha
Technologies’ strategy, much of which is in the pipeline,
is to acquire and/or build proprietary data warehouse
tools and technologies to use within the Sagarmatha
Technologies business as well as on-sell to business
partners on the continent.
4.2.9.2. These data technologies and software will mine data from
the various Sagarmatha businesses customer touch points
for quicker, clearer business decision-making and
expansion and will be used to develop consumer
intelligence that can be sold on. Sagarmatha
Technologies’ data business will be, more critically,
based on data analytics and intelligence, designed to
solve some of the challenges being experienced with
accessing data on the African continent.
4.2.9.3. The strategy is for Sagarmatha Technologies’ data
business (the Infonomist), is for it to be the primary
source of data and intelligence on and from the African
continent. It will collect data from a number of free
and partner sources, including government information
systems, and present it as information to enable decision
making.
4.2.10. SCB2B INDUSTRY MARKETPLACE AND B2B REGIONAL AND COUNTRY
MARKETPLACE
4.2.10.1. Supply chain business to business e-commerce is on the
increase as technology is now enabling companies to
manage their procurement more efficiently via e-commerce
platforms. Sagarmatha Technologies intends to create
highly scalable platforms using intelligent algorithms
to organise businesses according to industries, match
and connect buyers and sellers, and facilitate payments
and order fulfilment through integrated fintech and
logistics.
4.2.10.2. Through Loot Online, Sagarmatha Technologies has a B2C
E-commerce platform which could be extended to SCB2B and
B2B e-commerce. The Group intends using a portion of
the proceeds from the Private Placement to hire
additional software engineers to develop data analytics
and intelligent algorithms which will allow the Loot
Online platform to match supply and demand, and thereby
facilitate trade.
4.2.10.3. Sagarmatha Technologies intends to develop an e-commerce
platform (B2B Regional and Country Marketplace) modelled
on the SCB2B Industry Marketplace, which will connect
businesses within a particular region or countries
trading with each other across industries and business
sectors. This could be beneficial in fostering trade
with selected trading partners (for example, after
signing bilateral trade agreements). In this case, the
intelligent algorithms will be adapted to connect
businesses searching for specific products with
businesses selling the specific products in predefined
countries or regions.
4.2.10.4. Targeted regions include BRICS members, as well as
regional economic associations such as the Southern
African Development Community, the Economic Community of
West African States and the East African Community.
4.2.11. ENTERPRISE TECH SOLUTIONS
Sagarmatha Technologies intends to develop ETS platforms
that complement the Company’s B2B channels, as they are
expected to provide value added services to its business
customers. Modelled on global market leaders in cloud
computing and web services, the ETS platform, in partnership
with the Company’s strategic partners, will take the
Company’s first step into cloud computing.
4.2.12. BOUTIQUE E-TECH AND M-TECH (MOBILE SOLUTIONS)
4.2.12.1. Sagarmatha Technologies intends to venture into
eLearning and MOOCs. MOOCs are a form of distance
learning, which are open and free for anyone to utilise
no matter where they are located. Sagarmatha
Technologies intends entering into partnerships with or
acquiring prominent suppliers of education solutions and
services to academic institutions, companies and
governments. The Company’s technology team will aim to
assist in developing novel, easy, fast and exciting
learning solutions.
4.2.12.2. Revenue is intended to be earned from subscriptions to
the online curricula. In addition, the unit will target
commission on sale of academic material
4.2.13. MOBILE OUTDOOR ADVERTISING
4.2.13.1. Sagarmatha Technologies recognises mobility advertising
as an asset-light form of media platform. The out-of-
home advertising market consists of advertisers spending
on out-of-home media such as billboards, street
furniture (for example bus shelters), transit displays
(for example, bus sides, on-train print, taxi wraps),
sports arena displays and captive ad networks (in venues
such as elevators, bathrooms, etc.), as well as other
formats.
4.2.13.2. Sagarmatha Technologies intends to launch innovative
cost-effective solutions to access audiences that
couldn’t otherwise be reached.
4.3. PRIVATE PLACEMENT
4.3.1. The Company will, in conjunction with the Listing,
undertake the Private Placement by way of an offer to
Invited Investors to subscribe for Private Placement
Shares in the Company, thereby raising up to R7 500 000 000
for the Company.
4.3.2. Only persons who are Invited Investors and who fall within
the categories envisaged in section 96(1)(a) of the
Companies Act or who subscribe for the Private Placement
Shares, the acquisition cost of which is not less than
R1 000 000 per single addressee acting as principal (as
contemplated in section 96(1)(b) of the Companies Act),
are entitled to participate in the Private Placement.
4.3.3. The Private Placement is subject to the Company having
satisfied the Listings Requirements regarding the spread
of public shareholders, being a minimum of 20% of the
issued Shares being held by public shareholders, and a
minimum of R3 billion being raised in terms of the Private
Placement.
4.3.4. If the conditions fail, the Private Placement shall not be
of any force or effect and no person shall have claim
whatsoever against the Company, the Company’s advisors,
their respective affiliates or any other person as a result
of the failure of the condition.
4.4. IRREVOCABLE UNDERTAKINGS
As at the Last Practicable Date, the parties set out below
have provided irrevocable commitments, to subscribe for
Private Placement Shares on Listing, as set out below:
Name of Party Total private placement
consideration
James Beeland Rogers, Jr Not less than R100 000 000
(Beeland Interests Inc) and up to a maximum of
R150 000 000
Harold E. Doley, Jr Not less than R100 000 000
and up to a maximum of
R150 000 000
Leonardo Nicolo Altini Not less than R50 000 000
and up to a maximum of
R100 000 000
Nadia Kamies Not less than R50 000 000
and up to a maximum of
R100 000 000
Selwyn Lewis Not less than R50 000 000
and up to a maximum of
R100 000 000
4.5. PURPOSES OF THE PRIVATE PLACEMENT AND LISTING
4.5.1. The main purposes of the Private Placement and the Listing
are to:
4.5.1.1. Raise capital of up to R7 500 000 000 to be used as
outlined in paragraph 16 of the Pre-listing Statement;
4.5.1.2. obtain a spread of investors in order to enhance the
liquidity and tradability of the Shares;
4.5.1.3. provide the Company with a platform to raise funding to
pursue growth and investment opportunities in the
future; and
4.5.1.4. enhance the public profile and general public awareness
of the Company.
4.6. USE OF PROCEEDS
4.6.1. Assuming that R7 500 000 000 is raised in terms of the
Private Placement, it is anticipated that the proceeds
will be applied as follows:
4.6.1.1. R500 000 000 in working capital, in particular for the
roll-out of three additional regional offices in East
Africa, West Africa and North Africa over a 12 to 18
month period to serve as collaborative work spaces for
the platforms and their partners and working capital
requirements;
4.6.1.2. R2 000 000 000 to finance the growth strategies of
Sagarmatha Technologies’ existing platforms as set out
in paragraph 2 of the Pre-listing Statement. Funds are
anticipated to be utilised over a 3 to 5 year period in
accordance with approved business plans and based on the
achievement of key milestones;
4.6.1.3. R1 500 000 000 to finance the expansion of Sagarmatha’s
Technologies platforms still to be established as set
out in paragraph 2 of the Pre-listing Statement. Funds
are anticipated to be spent over a 3 to 5 year period;
4.6.1.4. R2 500 000 000 to finance the acquisition of businesses
and platforms that are complementary to the fourteen
Verticals that form part of the Sagarmatha ecosystem.
The pipeline of potential acquisitions is set out in
paragraph 3.5 of the Pre-listing Statement; and
4.6.1.5. R1 000 000 000 to settle outstanding Group debt.
4.6.2. Should the full amount of R7 500 000 000 not be raised,
the application of proceeds will be adjusted as follows
(the minimum amount to be raised is R3 000 000 000):
4.6.2.1. R500 000 000 in working capital, in particular for the
roll-out of three additional regional offices in East
Africa, West Africa and North Africa over a 12 to 18
month period to serve as collaborative work spaces for
the platforms and their partners and working capital
requirements;
4.6.2.2. the balance will be used to finance the growth of
Sagarmatha Technologies’ existing platforms with a
primary focus on Syndicated Content Distribution, the e-
commerce portfolio, Classifieds Marketplace and Digital
Media Online. In addition, funds will be allocated to
the expansion of the Technology Platform Ventures
Vertical, by investing in data, artificial intelligence,
augmented reality, virtual reality and fintech. Funds
will also be allocated to finance the acquisition of
businesses and platforms that are complementary to the
fourteen Verticals that form part of the Sagarmatha
ecosystem; and
4.6.2.3. the expansion of additional Sagarmatha Technologies’
platforms that are still to be established will be
delayed until further capital has been raised.
4.7. PROSPECTS
The Board believes that Sagarmatha Technologies is well
positioned to be able to create significant growth in its
portfolio of assets over the next 5 years and into the
future. The capital raised through the Private Placement is
expected to assist the Company in implementing its emerging
market growth strategy to own and invest in proprietary
technology platforms, as well as to acquire technology and
media businesses that complement its existing businesses.
4.8. SHARE CAPITAL
4.8.1. Immediately prior to the Private Placement and Listing,
and assuming that the Acquisitions are implemented, the
authorised and issued Shares of the Company will be as
follows:
R’000
Authorised
10 000 000 000 Ordinary Shares of -
no par value
Issued
1 025 420 107 Ordinary Shares of no 3 044 258
par value, inclusive of 40 000 000
treasury shares
4.8.2. After the Listing and assuming that the Acquisitions are
implemented and the Private Placement is fully subscribed,
the authorised and issued Shares of the Company will be as
follows:
R’000
Authorised
10 000 000 000 Ordinary Shares of -
no par value
Issued
1 214 718 441 ordinary Shares of no 7 536 758
par value inclusive of 40 000 000
treasury shares
Stated Capital -
4.9. DIRECTORS
The full names, ages, business address and capacities of the
Directors of Sagarmatha Technologies are provided below:
Full name Age Capacity Business Address
Paul 58 Non-Executive 12A The Valley Walk,
Lamontagne Chairman Constantia, Cape Town,
7806
Takudzwa Hove 35 Chief Financial 10th Floor, Convention
Officer Tower, Heerengracht,
Foreshore, 8001
Grant 45 Joint Chief 10th Floor, Convention
Fredericks Executive Tower, Heerengracht,
Officer Foreshore, 8001
Gary Hadfield 51 Joint Chief 10th Floor, Convention
Executive Tower, Heerengracht,
Officer Foreshore, 8001
Valentine 35 Executive 10th Floor, Convention
Dzvova director – Tower, Heerengracht,
corporate Foreshore, 8001
services
Harold E Doley 49 Non-executive 9th Floor, 333 East
III director 38th Street, New York,
United States of
America
Arthur Johnson 49 Non-executive Claremont Central, 8
director Vineyard Road,
Claremont, 7700
Alan Ipp 75 Non-executive 8 Avenue Branksome,
director Fresnaye, 8005
Dr Aisha 32 Non-executive 3 Lutgens Road,
Pandor director Rondebosch, Cape Town,
7700
Dr Sibongiseni 38 Non-executive 11 Ulana Close,
Tunzelane director Amatola View, Bisho,
5605
Rosemary Mosia 50 Deputy 66 Loch Road,
Chairperson Rondebosch, 7700
Aziza Amod 56 Non-executive 26 Mayfield Avenue,
Director Rondebosch, 7700
4.10. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement are available in English
and may be obtained during normal business hours from
Wednesday, 28 March 2018 until the Listing Date (both days
inclusive), from the registered office of Sagarmatha
Technologies at 10th Floor, Convention Tower, Heerengracht,
Foreshore, 8001 and from the offices of Vunani Capital
Proprietary Limited, the Transaction Advisor and Sponsor, at
3rd Floor, Wesbank Centre, 9 Long Street, Cape Town, 8000. A
copy of the Pre-listing Statement will also be available on
Sagarmatha Technologies’ website (www.sagarmathatech.com)
from Wednesday, 28 March 2018.
Cape Town
28 March 2018
Transaction Advisor and Sponsor: Vunani Capital Proprietary
Limited
Independent Reporting Accountant and Auditor: BDO
Legal Advisor: Tshisevhe Gwina Ratshimbilani Inc
Date: 28/03/2018 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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