Wrap Text
Abridged Prospectus
SAB Zenzele Kabili Holdings (RF) Limited
(Incorporated in the Republic of South Africa)
Registration number: 2019/616052/06
JSE Share Code: SZK
ISIN: ZAE000284196
(“SAB Zenzele Kabili” or the “Company”)
ABRIDGED PROSPECTUS
Capitalised words and expressions used in this Abridged Prospectus shall, unless expressly defined
herein or indicated otherwise by the context, bear the meanings given to them in the Prospectus.
This abridged Prospectus (“Abridged Prospectus”) relates to the listing of SAB Zenzele Kabili Ordinary
Shares (ISIN: ZAE000284196, JSE Share Code: SZK) on the BEE Segment of the Johannesburg Stock
Exchange, with effect from the commencement of trade on Friday, 28 May 2021.
As at the BEE Listing Date, the authorised stated capital of SAB Zenzele Kabili will comprise: (i)
50,000,000 SAB Zenzele Kabili Ordinary Shares; and (ii) 1,000,000 SAB Zenzele Kabili Preference
Shares. 40,550,000 SAB Zenzele Kabili Ordinary Shares (being the Settlement Shares) will be issued
at the BEE Listing Date, as Asset Backed Securities on the BEE Segment.
The information in this Abridged Prospectus has been extracted, in summarised form, from the full
Prospectus issued by SAB Zenzele Kabili on Thursday, 8 April 2021 (“the Prospectus”). This Abridged
Prospectus is not an offer to the general public and only constitutes: (i) an invitation to SAB Zenzele
Retailer Shareholders as at the Offer Opening Date to participate in the Reinvestment Offer; and (ii) an
application for listing of the Settlement Shares pursuant to the BEE Listing, in each case on the terms
and conditions set out herein.
1. INTRODUCTION AND BACKGROUND
On Wednesday, 7 April 2021 Anheuser-Busch InBev SA/NV (“AB InBev”) announced the New
Empowerment Transaction proposed by AB InBev and SAB designed, amongst other things, to facilitate
a reinvestment opportunity for SAB Zenzele Retailer Shareholders of their respective rights and
entitlements to receive AB InBev Shares on the unwind of the Existing Empowerment Transaction. Such
rights and entitlements vest on the Vesting Date.
AB InBev and SAB intend to implement the New Empowerment Transaction through SAB Zenzele
Kabili, by means of the following core elements:
1.1. The SAB Zenzele Scheme: The SAB Zenzele Scheme proposed by the SAB Zenzele Board
between SAB Zenzele and the SAB Zenzele Retailer Shareholders and duly approved by
the SAB Zenzele Retailer Shareholders, in terms of which each SAB Zenzele Retailer
Shareholder cedes to SAB Zenzele Kabili 63.5% of its right and entitlement to receive AB
InBev Shares pursuant to the unwind of the Existing Empowerment Transaction, in
exchange for SAB Zenzele Kabili Ordinary Shares of proportional value. Each SAB Zenzele
Kabili Ordinary Share will be issued at R40;
1.2. The Reinvestment Offer: SAB Zenzele Kabili has made an offer to SAB Zenzele Retailer
Shareholders to cede all or a portion of the AB InBev Shares (less their SAB Zenzele
Scheme Entitlements) to be received by them pursuant to the unwind of the Existing
Empowerment Transaction to SAB Zenzele Kabili, in exchange for SAB Zenzele Kabili
Ordinary Shares of Proportional Value. The ratio in which SAB Zenzele Kabili Ordinary
Shares will be issued to SAB Zenzele Retailer Shareholders is determined by dividing the
portion of a SAB Zenzele Retailer Shareholder’s Retailer Settlement Entitlement (less their
SAB Zenzele Scheme Entitlements) which a SAB Zenzele Retailer Shareholder elects to
reinvest pursuant to the Reinvestment Offer, divided by 40 (on the basis that this number
represents the issue price of R40 for each SAB Zenzele Kabili Ordinary Share). This is
effectively the Reinvestment Offer described and made pursuant to the Prospectus.
1.3. New ESOP subscription: The New ESOP will transfer to SAB Zenzele Kabili the equivalent
of R600 million worth of the AB InBev Shares contributed to it by SAB, and as consideration
the Company will issue to the New ESOP SAB Zenzele Kabili Ordinary Shares of
proportional value. In addition, it is anticipated that the New ESOP will convert AB InBev
Shares with a value of approximately R120 million to cash and use the proceeds to acquire
SAB Zenzele Kabili Ordinary Shares: (i) from the Qualifying Retailer Shareholders that
participate in the Liquidity Option; or (ii) in the market following the implementation of the
New Empowerment Transaction;
1.4. The SAB Foundation subscription: The SAB Foundation has committed to invest up to
R400 million (i.e. 20% of its proceeds/entitlements from the unwinding of the Existing
Empowerment Transaction) into SAB Zenzele Kabili. To this end, The SAB Foundation will
advance R344 million in cash as subscription consideration for the issue of SAB Zenzele
Kabili Ordinary Shares. The SAB Foundation will also apply up to R56 million of its available
cash to acquire SAB Zenzele Kabili Ordinary Shares from SAB Zenzele Retailer
Shareholders that participate in the Liquidity Option and if any of the R56 million remains
following the acquisition of the SAB Zenzele Kabili Ordinary Shares held by the SAB Zenzele
Retailer Shareholders, further acquisitions of SAB Zenzele Kabili Ordinary Shares may be
made in the market following the implementation of the New Empowerment Transaction;
1.5. SAB Vendor Funding: SAB will transfer the equivalent of R2 973 million worth of AB InBev
Shares to SAB Zenzele Kabili, and in consideration SAB Zenzele Kabili will issue to SAB the
SAB Zenzele Kabili Preference Shares, representing vendor funding of R2 973 million from
SAB. The terms of the SAB Zenzele Kabili Preference Shares to be issued to SAB are set
out in Section 1, paragraph 4.3 on page 35 of the Prospectus;
1.6. Discount Shares: As an incentive to the SAB Zenzele Retailer Shareholders to participate
in the New Empowerment Transaction, following implementation of the SAB Zenzele
Scheme, SAB will contribute the equivalent of R811 million worth of AB InBev Shares (as at
28 May 2021) to SAB Zenzele Kabili at no further cost to SAB Zenzele Kabili. Accordingly,
the SAB Retailer Shareholders will have exposure through SAB Zenzele Kabili to additional
AB InBev Shares, to which they would not have had exposure; and
1.7. BEE Listing: Simultaneously or shortly after implementation of the SAB Zenzele Scheme,
SAB Zenzele Kabili will be listed on the BEE Segment pursuant to the BEE Listing, which
will allow SAB Zenzele Retailer Shareholders to freely trade the SAB Zenzele Kabili Ordinary
Shares received pursuant to the SAB Zenzele Scheme and the Reinvestment Offer from the
outset with any BEE Verified Persons. This is effectively the BEE Listing application made
pursuant to the Prospectus.
2. OVERVIEW OF SAB ZENZELE KABILI
SAB Zenzele Kabili was incorporated and registered as a public company on 5 December 2019
in South Africa. As a result, SAB Zenzele Kabili has not traded and has not conducted any
business, other than in connection with the preparation of the Prospectus.
The Company was established with the intended purpose of being a special purpose company,
with the sole objective of facilitating participation in the New Empowerment Transaction
principally through:
• acquiring AB InBev Shares pursuant to the SAB Zenzele Scheme (if the SAB Zenzele
Scheme is duly approved by SAB Zenzele Shareholders and implemented) and in
consideration issuing SAB Zenzele Kabili Ordinary Shares;
• acquiring additional AB InBev Shares pursuant to the Reinvestment Offer from SAB
Zenzele Retailer Shareholders and in consideration issuing to them SAB Zenzele Kabili
Ordinary Shares;
• receiving the Discount Shares to be contributed by SAB following the implementation of
the SAB Zenzele Scheme;
• acquiring AB InBev Shares pursuant to the SAB Vendor Funding (as more fully described
in Section 2A, paragraph 2.1.2.2.4 on page 41 of the Prospectus) and in consideration
issuing SAB Zenzele Kabili Preference Shares; and
• implementing the BEE Listing, being the listing of the Settlement Shares,
such that, after the implementation of the New Empowerment Transaction, SAB Zenzele Kabili
will hold up to approximately 0.3% of the issued shares of AB InBev.
3. OVERVIEW OF AB INBEV
AB InBev is the world’s largest brewer by volume and one of the world’s top ten consumer
products companies by revenue. As a consumer-focused, insights-driven company, it produces,
markets, distributes and sells a diversified portfolio of well over 500 beer and other malt beverage
brands. These include brands with significant international distribution, such as Budweiser,
Corona (except in the United States), Stella Artois, Beck’s, Leffe, Hoegaarden and Michelob
Ultra; and brands primarily distributed to local markets such as Bud Light in the United States;
Modelo Especial, Negra Modelo, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in
Brazil; Aguila and Poker in Colombia; Cristal and Pilsen Callao in Peru; Quilmes in Argentina;
Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Carling Black Label, Castle
Lager, Castle Lite and Hansa Pilsener in South Africa; Hero and Trophy in Nigeria; Safari and
Kilimanjaro in Tanzania; Harbin and Sedrin in China and Cass in South Korea. AB InBev also
produces and distributes soft drinks, particularly in Central and South America and Africa, and
beyond beer products, such as Bud Light Seltzer in the United States; and Bud Light Strawberry
Lemonade, and Palm Bay and Mike’s Hard Lemonade in Canada.
AB InBev’s dedication to quality goes back to a brewing tradition of more than 600 years with the
Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser & Co.
brewery, with origins in St. Louis, U.S.A. since 1852, and the history of the South African
Breweries with its origins in Johannesburg in 1895. As of 31 December 2020, it employed
approximately 164,000 people based in nearly 50 countries worldwide. As a result, it has a global
footprint with a balanced exposure to developed and developing markets and production facilities
spread across its geographic regions.
4. PRO FORMA FINANCIAL INFORMATION OF SAB ZENZELE KABILI
The Pro Forma Financial Information presented below has been prepared for illustrative
purposes only and because of its nature may not fairly present SAB Zenzele Kabili’s financial
position, changes in equity, results of operations or cash flows.
The Pro Forma Financial Information is the responsibility of the SAB Zenzele Kabili directors.
Their responsibility includes determining that the Pro Forma Financial Information has been
properly complied on the basis stated, and that the pro forma adjustments are appropriate for
purposes of the Pro Forma Financial Information disclosed pursuant to the JSE Listings
Requirements.
The pro forma statement of financial position has been prepared on the assumption that the New
Empowerment Transaction was effective 31 December 2020.
PRO FORMA STATEMENT OF FINANCIAL POSITION
SAB
Retailer New SAB Vendor Discount Pro forma
R'000 Before1 Scheme2 ESOP3 Foundation4 Loan5 shares6 After8
Assets
Financial asset - 678,174 600,000 - 2,973,000 811,000 5,406,000
Cash and cash
equivalents - - - 343,826 - - 343,826
Total assets - 678,174 600,000 343,826 2,973,000 811,000 5,406,000
Share capital - 678,174 600,000 343,826 - - 1,622,000
Capital
reserves - - - - - 811,000 811,000
Accumulated
loss (553) - - - - - (553)
Total Equity (553) 678,174 600,000 343,826 - 811,000 2,432,447
Preference
shares - - - - 2,973,000 - 2,973,000
Other payables 553 - - - - - 553
Total
liabilities 553 - - - 2,973,000 - 2,973,553
Total Equity
and Liabilities - 678,174 600,000 343,826 2,973,000 811,000 5,406,000
Shares in
issue7 - 6,954,343 15,000,000 8,595,657 - - 40,550,000
NAV and
NTAV per
share (Rands) 0 60.00
Notes:
1. Extracted from audited historical financial information of SAB Zenzele Kabili for the period ended 31 December 2020. This
represents the independent non-executive directors’ fees paid by SAB on behalf of SAB Zenzele Kabili, as well as the accrual
raised for the independent non-executive directors’ fees to be paid.
2. Represents the estimated unwind value of SAB Zenzele (R1 068 million) multiplied by the minimum reinvestment
percentage (64%). The estimated unwind value is calculated based on the provisions of the Amended and Restated
Exchange Agreement entered into between SAB, SABMiller, the BEE parties and AB InBev.
3. Represents the sale of R600 million AB InBev Shares by the New ESOP to SAB Zenzele Kabili in exchange for SAB
Zenzele Kabili Ordinary Shares.
4. Represents the contribution of R344 million cash by The SAB Foundation to SAB Zenzele Kabili in exchange for SAB
Zenzele Kabili Ordinary Shares.
5. Represents the commitment by SAB to sell R2 973 million AB InBev Shares to SAB Zenzele Kabili in exchange for 5 946
preference shares in SAB Zenzele Kabili at an issue price of R500 000 per preference share.
6. SAB has committed to contribute a further R811 million AB InBev Shares at no cost to SAB Zenzele Kabili.
7 The number of SAB Zenzele Kabili Ordinary Shares is based on the expected issue price of R40 per share.
8. Represents the pro forma financial position after accounting for the New Empowerment Transaction.
5. DIRECTORS
The details of the Directors are set out below:
Name, age and nationality Business address Occupation
Moses (Moss) Modidima 65 Park Lane, Sandown, Independent non-executive
Ngoasheng (63), South Sandton, 2196 Director and chairman of the
African Board
Itumeleng (Tumi) Dlamini 65 Park Lane, Sandown, Independent non-executive
(48), South African Sandton, 2196 Director
Ernest Kwinda (45), South 65 Park Lane, Sandown, Independent non-executive
African Sandton, 2196 Director
Lucia Adele Swartz (63), 65 Park Lane, Sandown, Non-executive Director
South Africa Sandton, 2196
Richard (Boris) Temple 65 Park Lane, Sandown, Non-executive Director
Rivett-Carnac (44), South Sandton, 2196
African
6. SALIENT DATES AND TIMES
Set out below are the salient dates and times pertaining to the Reinvestment Offer:
2021
Terms (and publication of the Prospectus) announcement Thursday, 8 April
published in the South African press on
Opening date of the Reinvestment Offer at 09:00 on Thursday, 8 April
Abridged Prospectus released on SENS and published in the Thursday, 6 May
South African press on
Closing date of the Reinvestment Offer at 16:00 on Friday, 21 May
Successful Participants advised of allocations and results of the Tuesday, 25 May
Reinvestment Offer released on SENS on
Results of the Reinvestment Offer published in the South African Tuesday, 25 May
press on
Expected BEE Listing Date at 09:00 on Friday, 28 May
Successful Participants in respect of the Reinvestment Offer Friday, 28 May
expected to receive their allocated SAB Zenzele Kabili Ordinary
Shares, being the date on which SAB Zenzele Kabili Ordinary
Shares are credited to dematerialised securities accounts opened
with the SAB Zenzele Kabili Administrator or the securities or
brokerage accounts of Successful Participants
Notes:
1. All times shown in this announcement are South African Standard Time, unless otherwise stated.
2. The above dates and times are subject to amendment. Any material amendment will be published on SENS and in the South
African press.
7. COPIES OF THE PROSPECTUS
The Prospectus is only available in English. Copies of the Prospectus are available on the
Company’s website at: www.investecsps.co.za and may also be obtained during normal business
hours from the registered office of the Company at 65 Park Lane, Sandown, Sandton, 2196 and
the offices of the Sponsor at 1 Merchant Place, Corner Fredman Drive and Rivonia Road until 28
May 2021.
Bryanston
6 May 2021
JSE Sponsor to SAB Zenzele Kabili
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 06-05-2021 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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