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CLICKS GROUP LIMITED - Results of the Accelerated Bookbuild

Release Date: 07/02/2019 08:00
Code(s): CLS     PDF:  
Wrap Text
Results of the Accelerated Bookbuild

Clicks Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/000645/06
JSE share code: CLS
ISIN: ZAE000134854
CUSIP: 18682W205
(“Clicks Group”)

RESULTS OF THE ACCELERATED BOOKBUILD RELATING TO THE UNWIND OF 50% OF THE
CLICKS GROUP BROAD-BASED BLACK ECONOMIC EMPOWERMENT EMPLOYEE SHARE
SCHEME (“THE SCHEME”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT IS UNLAWFUL TO DO SO.

Shareholders are referred to the announcement released on SENS on 6 February 2019 in which
shareholders were advised regarding the launch of an accelerated bookbuild (“the Bookbuild”) in
relation to the disposal by the Clicks Group Employee Share Ownership Trust (“ESOP Trust”) of up to
7 833 494 Clicks Group ordinary shares (“the Bookbuild Shares”) as a result of the unwind of the
second 50% of the Scheme.

The ESOP Trust is pleased to announce that the Bookbuild has been successfully completed and that
7 833 494 Bookbuild Shares have been placed with 32 participating investors on behalf of the
beneficiaries of the ESOP Trust (“Beneficiaries”) who elected to sell their Clicks Group ordinary shares
(“Clicks Group Shares”) at the bookbuild price of R184.00 per share (“the Bookbuild Price”). The
Bookbuild Price represents a discount of 5.0%, 5.0% and 4.2% to the closing price, 3 day VWAP and 30
day VWAP on 6 February 2019 of a Clicks Group Share, respectively.

Cape Town
7 February 2019

Financial advisor and sponsor to Clicks Group
Investec Bank Limited

Bookrunner to the ESOP Trust
Investec Bank Limited

International legal counsel to the Bookrunner
Freshfields Bruckhaus Deringer LLP

South African legal counsel to the Bookrunner
Bowman Gilfillan Inc

DISCLAIMER

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR ANY
OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States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 announcement 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 announcement 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 to whom or in which such offer or solicitation is unlawful. The Bookbuild may not be offered
to the public in any jurisdiction in circumstances which would require the preparation or registration of
any offering document relating to the Bookbuild in such jurisdiction. The securities referred to herein (the
“Shares”) may not be offered or sold in the United States absent registration under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), unless offered and sold in a transaction exempt from, or
not subject to, the registration requirements of the Securities Act. The Bookbuild is being offered and
sold in the United States only to a limited number of “qualified institutional buyers” (“QIBs”) in reliance on
Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the
registration requirements of the Securities Act, and are being sold outside the United States in offshore
transactions in accordance with Regulation S under the Securities Act. The Bookbuild may not be
offered to the public in the United States. The offer and sale of the Shares has not been, and will not be,
registered under the Securities Act or under the applicable securities laws of Australia, Canada or
Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of Shares in the United States, Canada,
Australia and Japan.

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for Shares 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, shares as defined in the South
African Companies Act, 2008 (“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. This announcement does not, nor is it intended to constitute a “registered
prospectus” as contemplated in the South African Companies Act.

In South Africa, the Bookbuild will not be an offer to the public as defined in the South African
Companies Act and only (i) persons falling within the exemptions set out in section 96(1)(a) of the South
African Companies Act or (ii) persons who propose to purchase, as principal, for shares at a total
contemplated acquisition cost equal to or greater than R1 000, 000, as envisaged in section 96(1)(b), of
the South African Companies Act, and in each case to whom any offer to participate in the Bookbuild is
specifically addressed (all such persons in (i) and (ii) being referred to as “Relevant Persons”), will be
entitled to apply for Shares in the Bookbuild. Any investment activity to which this announcement 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 announcement or any of its contents. This announcement does
not, nor does it intend to, constitute any offering document relating to the Bookbuild. Information made
available in this announcement should not be considered as “advice” as defined in the South African
Financial Advisory and Intermediary Services Act, 2002, and nothing in the document should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this
announcement 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 announcement 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.

Investec Bank Limited is acting exclusively for the ESOP Trust and no-one else in connection with the
Bookbuild. Investec Bank Limited will not regard any other person as their respective clients in relation
to the Bookbuild and will not be responsible to anyone other than the ESOP Trust for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Bookbuild, the
contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Investec Bank Limited nor any of its respective directors, officers, employees, advisers or agents
makes any representation or warranty, express or implied, as to the accuracy, completeness or
verification of the information set forth in this announcement, and nothing contained in this
announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to
the past or the future. Neither Investec Bank Limited nor any of its respective directors, officers,
employees, advisers or agents accepts any responsibility for its accuracy, completeness or verification
and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which
they might otherwise be found to have in respect of this announcement or any such statement.

Date: 07/02/2019 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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