| Mon 12 Nov 2007, 8:00 | | ZRNHDG / ZRNPLY - Zshares Randhedge / Zshares Rand |
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JSE
ZRNETF
ZRNHDG / ZRNPLY - Zshares Randhedge / Zshares Randplay - Zshares ETF Scheme With
Portfolios Zshares Randhedge And Zshares Randplay: Abridged
Pre-Listing Statement
ZSHARES RANDHEDGE
Abbreviated name: "ZRNDHDG"
JSE Share code: ZRNHDG
ISIN: ZAE000109120
ZSHARES RANDPLAY
Abbreviated name: "ZRNDPLY"
JSE Share code: ZRNPLY
ISIN: ZAE000109112
THE ZSHARES ETF SCHEME
(A collective investment scheme registered in terms of the Collective Investment
Schemes Control Act, 2002 ("CISCA"))
With registered Electronic Traded Fund ("ETF") portfolios:
ZSHARES ETF SCHEME WITH PORTFOLIOS ZSHARES RANDHEDGE AND ZSHARES RANDPLAY:
ABRIDGED PRE-LISTING STATEMENT
This abridged Pre-Listing Statement relates to:
i) an Offer for Subscription of Participatory Interests in Zshares RandHedge,
a portfolio within the Zshare ETF Scheme ("Zshares RandHedge"),
ii) an Offer for Subscription of Participatory Interests in Zshares RandPlay, a
portfolio within the Zshare ETF Scheme ("Zshares RandPlay"), and
iii) the subsequent listing of the Participatory Interests on the JSE
Limited ("JSE") in the "Exchange Traded Funds" sector listed under the
abbreviated names ZRNDHDG and ZRNDPLY respectively.
This announcement is in compliance with the Listings Requirements of the
JSE. The information below has been extracted from the Zshares ETF Scheme
Offering Circular and the Zshares RandHedge and Zshares RandPlay Portfolio
Supplements.
1. Introduction
The Zshares ETF Scheme has been established as a collective investment
scheme in securities and was registered under CISCA on 19 October 2007.
The Zshares RandHedge and Zshares RandPlay Portfolios are the first of a
series of ETFs to be listed under the Zshares ETF Scheme.
Zshares RandHedge has been established with the intention of allowing an
investor to obtain market exposure to the constituent instruments in the
RandHedge Index, as set out in the Zshares RandHedge Portfolio Supplement,
in an easily tradeable form and to replicate as far as possible the price
performance of such RandHedge Index. Similarly, Zshares RandPlay has been
established to allow an investor to obtain market exposure to the
constituent instruments in the RandPlay Index, as set out in the Zshares
RandPlay Portfolio Supplement, and to replicate as far as possible the
price performance of such RandPlay Index. The RandHedge and RandPlay
indices were created by Investec Bank Limited and are provided and
calculated by the JSE and FTSE International Limited ("FTSE") in terms of
the Customised Indices Agreement concluded between the JSE and Investec
Bank Limited.
- The RandHedge Index was designed to create an optimised portfolio that
is likely to outperform the FTSE/JSE Africa Top 40 Index when the Rand
weakens, as measured by the Rand/US Dollar exchange rate.
- The RandPlay Index was designed to create an optimised portfolio that
is likely to outperform the FTSE/JSE Africa Top 40 Index when the Rand
strengthens, as measured by the Rand/US Dollar exchange rate.
- Constituent instruments of each index are the fifty largest companies
listed on the JSE, ranked by full market capitalization. Constituents
are selected based on the relationship between the price performance
of the constituents relative to the FTSE/JSE Africa Top 40 Index, and
the change in price of the Rand against the US Dollar. Selected
constituents are assigned weightings in each index so as to maximise
the index`s risk adjusted return, and not according to market
capitalisation.
- The RandHedge and RandPlay Indices are price indices and exclude
distributions of the underlying constituents. Zshares RandHedge and
Zshares RandPlay will however distribute all distributions received
from constituents, after costs. Such distributions shall be made semi-
annually in March and September.
2. Subscription
For each of Zshares RandHedge and Zshares RandPlay, the following applies:
- Cash subscriptions will be at a price per Participatory Interest equal
to approximately one fifty thousandth of the average price (after
deduction of costs, fees and expenses) at which baskets of constituent
securities are acquired during the ramp-up period. The price per
Participatory Interest equates to approximately 1/1000th of the
average respective index level during the ramp-up period.
- In respect of in specie subscriptions, the subscription for
Participatory Interests in each of Zshares RandHedge and Zshares
RandPlay will be by delivery of one or more baskets, entitling the
investor to one block of Participatory Interests per basket, delivered
on the terms and conditions set out in the Offering Circular as read
together with the Portfolio Supplement relating to Zshares RandHedge
or Zshares RandPlay respectively.
- There is no maximum number of Participatory Interests which may be
issued in terms of the Initial Offer.
- There is no minimum number of Participatory Interests which may be
issued in terms of the Initial Offer. There is, however, a minimum
amount which is to be invested in total. If the Initial Offer does
not raise at least R50 000 000, the offer will not proceed. Should
the offer not proceed, any cash paid or scrip delivered by investors
will be returned to such investors without any interest.
Zshares RandHedge and Zshares RandPlay will each be an open-ended fund and
investors will be able to subscribe for Participatory Interests for so long
as each fund remains listed on the JSE.
The Zshares ETF Scheme Offering Circular read together with the Zshares
RandHedge or Zshares RandPlay Portfolio Supplements should be consulted for
full details of the offers.
2. Directors
The full names, addresses and functions of the directors of the Zshares ETF
Scheme are set out below:
Name and age Business address Occupation /
function
David Stuart 36 Hans Strijdom Banker
Stronach [39] Avenue, (Director)
Foreshore, Cape
Town, 8001
Jeremy Baring 36 Hans Strijdom Banker
Gardiner [42] Avenue, (Director)
Foreshore, Cape
Town, 8001
Hendrik Jacobus du 36 Hans Strijdom Investment
Toit [45] Avenue, Manager
Foreshore, Cape (Director)
Town, 8001
John Conrad Green 36 Hans Strijdom Banker
[41] Avenue, (Director)
Foreshore, Cape
Town, 8001
Kim Mary McFarland 2 Gresham Chief
[42] Street, London Operating
EC2V 7QP, United Officer
Kingdom (Director)
Thabo Khojane [34] 36 Hans Strijdom Banker
Avenue, (Director)
Foreshore, Cape
Town, 8001
*All directors are South African
4. Notice
The Participatory Interests are not in any way sponsored, endorsed, sold or
promoted by the JSE, FTSE, the London Stock Exchange Plc ("LSE") or The
Financial Times Limited ("FT") and none of these parties makes any warranty
or representation whatsoever, expressly or impliedly, either as to the
basis of calculation of, or as to the results to be obtained from the use
of the RandHedge or RandPlay Indices respectively, and/or the value at
which the respective index stands at any particular time on any particular
day or otherwise. The indices are compiled and calculated on behalf of and
on the instructions of Investec Bank Limited by FTSE. However, neither the
JSE, FTSE, LSE nor FT shall be liable (whether in negligence or otherwise)
to any person for any error in the index and neither the JSE, FTSE, LSE nor
FT shall be under any obligation to advise any person of any error therein.
The distribution of the Portfolio Supplements and the offer or sale of
Participatory Interests may be restricted by law in certain jurisdictions.
Persons into whose possession the Portfolio Supplements or any
Participatory Interests come must inform themselves about, and observe any
such restrictions. In particular there are restrictions on the distribution
of the Offering Circular and the Portfolio Supplements and the offer or
sale of Participatory Interests in the United States, the United Kingdom
and the Republic of South Africa.
5. Subscription conditions applicable to the initial offer
Applications for Participatory Interests in Zshares RandHedge or Zshares
RandPlay must be based on the total net monetary amount the applicant
wishes to invest in Participatory Interests and not on a specific number of
Participatory Interests. A Controlled Client should contact his stockbroker
who will on behalf of such Controlled Client make the application with his
nominated Central Securities Depositary Participant (CSDP). Any
Non-controlled Client should contact his nominated CSDP who will make the
application with the Zshares ETF Scheme`s CSDP. All payments in respect of
cash subscriptions should be arranged between the applicant and his
relevant stockbroker or CSDP. In relation to in specie subscriptions,
qualifying applicants should deliver the relevant basket of constituent
instruments to their CSDP, who will in turn deliver the basket to Investec
Securities Limited, as market maker, being the nominated agent of the
Trustee.
Once an application has been submitted, it cannot be withdrawn. It will be
irrevocable. All subscriptions will be treated as primary market
acquisitions and as such no application forms will be required.
Investors should be aware that the applicable initial fee will be deducted
from any payment accompanying their applications and accordingly, the net
amount will be invested in Participatory Interests. Applications may be
accepted in whole or in part. If no part of an application is accepted,
all of the constituent instruments deposited and/or money paid on
application will be returned without interest.
The basis of allocation of the Participatory Interests in the Initial Offer
will be determined by the Manager on an equitable basis after consultation
with the Trustee. Applicants may receive no Participatory Interests or
fewer Participatory Interests than envisaged by the applicant when making
application. The minimum and maximum applications in the case of cash
subscriptions and in the case of in specie subscriptions, if any, will be
set out in the applicable Portfolio Supplement.
6. Salient dates and times
The Initial Offer in relation to both Zshares RandHedge and Zshares
RandPlay opens on Monday 12 November 2007 at 09h00. Investors wishing to
participate in the offer should contact their stockbroker or nominated CSDP
or contact the Zshares call centre on 0860 ZSHARE (0860 974 273).
Opening date of Initial Offer (09h00 on Monday): 12 November 2007
Closing date of Initial Offer (12h00 on Friday): 23 November 2007
Opening date of Ramp-Up Period (Tuesday): 27 November 2007
Closing date of Ramp-Up Period (Thursday): 29 November 2007
Listing date** (Tuesday): 4 December 2007
* All references to time are to local time in South Africa.
** Should cash subscriptions in excess of R500 000 000 be received, the
Listing Date may move out by not more than two trading days.
7. Offering Circular and Portfolio Supplements
Copies of the Zshares ETF Scheme Offering Circular, the Zshares RandHedge
Portfolio Supplement and the Zshares RandPlay Portfolio Supplement may be
obtained from the corporate office of Investec Fund Managers SA Limited or
the sponsors at the addresses detailed below, from 12 November 2007:
Investec Fund Managers SA Limited Investec Bank Limited
36 Hans Strijdom Avenue Second Floor
Foreshore 100 Grayston Drive
Cape Town Sandown
8001 Sandton
2196
Johannesburg,
12 November 2007
Originators Lead Sponsor Legal Advisor
Investec Bank Ernst & Young Werksmans
Limited (Proprietary)
Limited
Manager Joint sponsor Auditors
Investec Fund Investec Bank KPMG
Managers SA Limited Limited
Date: 12/11/2007 08:00:01 Produced by the JSE SENS Department.
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