| Mon 6 Oct 2008, 10:42 | | ZGOVI - The ZSHARES ETF Scheme - Abridged Pre-Listing Statement |
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ZGOVI - The ZSHARES ETF Scheme - Abridged Pre-Listing Statement
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") portfolio:
ZSHARES GOVI
Abbreviated name: "ZGOVI"
JSE Share code: ZGOVI
ISIN: ZAE000126686
Zshares ETF Scheme with portfolio Zshares GOVI:
Abridged Pre-Listing Statement
This abridged Pre-Listing Statement relates to:
i) an Offer for Subscription of Participatory Interests in Zshares GOVI, a
portfolio within the Zshares ETF Scheme ("Zshares GOVI"),
ii) the subsequent listing of the Participatory Interests on the JSE Limited
("JSE") in the "Exchange Traded Funds" sector listed under the abbreviated
name ZGOVI.
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 GOVI Portfolio Supplement.
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 GOVI
Portfolio is the third of a series of ETFs to be listed under the Zshares ETF
Scheme.
Zshares GOVI has been established with the intention of allowing an Investor to
obtain market exposure to the GOVI Index in an easy tradeable form and to
replicate as far as possible the total return performance of the GOVI Index.
The GOVI Index is owned and managed by the Bond Exchange of South Africa
("BESA"). Investec Limited and its subsidiaries (which includes the Manager,
Investec Fund Managers SA Limited) have been granted a licence to use the GOVI
Index in terms of the Licence Agreement.
Whilst the investment objective of Zshares GOVI is to provide investment results
that generally correspond to the total return performance of the GOVI Index,
there can be no assurance that this investment objective can be achieved. There
is also no assurance that active trading markets for the Participatory Interests
will develop, nor is there a certain basis for predicting the price levels at
which the Participatory Interests will trade.
Participatory Interests have been approved for listing on the Exchange Traded
Fund sector of the JSE. Once issued, Participatory Interests may be traded in
the secondary market on the JSE and need not be traded in any minimum number.
Although the GOVI Index is a total return index, Zshares GOVI will make semi-
annual distributions (by way of the issue of additional Participatory Interests
and not in cash) to Investors, based on all distributions received from
Constituent Securities and Interim Constituent Securities, after costs. This
will allow the Investor to account for income received from Zshares GOVI. The
amount available for distribution will be declared to Investors semi-annually,
in March and September of each year.
The Zshares GOVI will aim to track the GOVI Index. The GOVI Index is a total
return index, meaning that theoretical coupons and maturities derived from
Constituent Securities are notionally reinvested in the index as and when they
are distributed. For this reason, the Zshares GOVI will also reinvest coupons
and maturities received from underlying securities by purchasing additional
Constituent Securities in the manner and weightings dictated by the GOVI Index.
Distributions to Investors will be made through the issue of additional
Participatory Interests to Investors and not in the form of cash. Investors will
only be issued with so many additional Participatory Interests as may equate to
whole Participatory Interests and not fractions thereof.
2 Subscription
For the Zshares GOVI, the following applies:
- The Offer Price of each Participatory Interest will be ZAR10 and will be
determined on the basis that the Offer Price for each Participatory
Interest will be inclusive of any taxes, costs or fees payable in respect
thereof, and such Offer Price is payable in full, in Rand, without any
deduction or setoff at the time an application for Participatory Interests
is submitted.
- In respect of in specie subscriptions, the subscription for Participatory
Interests in each of Zshares GOVI will be by delivery of one or more
Baskets, delivered on the terms and conditions set out in the Offering
Circular as read together with the Portfolio Supplement relating to Zshares
GOVI.
- 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 GOVI will be an open-ended fund and Investors will be able to subscribe
for Participatory Interests for so long as the fund remains listed on the JSE.
The Zshares ETF Scheme Offering Circular, read together with the Zshares GOVI
Portfolio Supplement should be consulted for full details of the offer.
3 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 GOVI
Index, and/or the value at which the respective index stands at any particular
time on any particular day or otherwise. The GOVI index is compiled and
calculated by BESA. 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.
4 Subscription conditions applicable to the initial offer
Applications for Participatory Interests in Zshares GOVI 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 Noncontrolled 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 Bank Limited, as market maker, being the nominated agent of the
Trustee.
Once an application has been submitted, it cannot be withdrawn. . All
subscriptions will be treated as primary market acquisitions and as such no
application forms will be required.
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 with 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.
5 Salient dates and times
The Initial Offer in relation to Zshares GOVI opens on Monday 6 October 2008 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): 6 October 2008
Closing date of Initial Offer (12h00 on Friday): 10 October 2008
Opening date of RampUp Period (Tuesday): 14 October 2008
Closing date of RampUp Period (Thursday): 16 October 2008
Listing date** (Tuesday): 21 October 2008
* All references to time are to local time in South Africa.
**Please note that should there be cash subscriptions in excess of ZAR1 000 000
000, these dates may move out by three Trading Days and a further three Trading
Days for each amount in excess of ZAR1 000 000 000 thereafter.
6 Offering Circular and Portfolio Supplements
Copies of the Zshares ETF Scheme Offering Circular and the Zshares GOVI
Portfolio Supplement may be obtained from the corporate office of Investec Fund
Managers SA Limited or the sponsors at the addresses detailed below.
Investec Fund Managers SA Investec Bank Limited
Limited Second Floor
36 Hans Strijdom Avenue 100 Grayston Drive
Foreshore Sandown
Cape Town Sandton
8001 2196
Johannesburg,
6 October 2008
Sponsor
Investec Bank Limited
Originators Legal Advisor
Investec Bank Limited Werksmans
Manager Auditors
Investec Fund Managers SA Limited KPMG
Date: 06/10/2008 10:42:25 Produced by the JSE SENS Department.
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