| Thu 20 Nov 2008, 9:14 | | NEWFSA - NewFunds NewSA Index Portfolio - Initial Offer For Newsa Participatory |
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NEWFSA - NewFunds NewSA Index Portfolio - Initial Offer For Newsa Participatory
Interests ("NewSA Securities") Referencing The NewSA Index (An Equity Index
Comprising Shares In The FTSE/JSE Africa Top 40 Index, Weighted Based On Bee
Credentials Of The Constituent Companies), To Be Listed On The Main Board Of The
JSE Limited ("JSE") In The "Exchange Traded Funds" Sector
NEWFUNDS NEWSA INDEX PORTFOLIO
Share code: NEWFSA & ISIN: ZAE000104055
The NewFunds NewSA Index Portfolio ("NewSA") in the Newfunds Collective
Investment Scheme in Securities ("NewFunds") registered as such in terms of the
Collective Investment Schemes Control Act, 45 of 2002, managed by NewFunds
(Proprietary) Limited (the "Manager")
INITIAL OFFER FOR NEWSA PARTICIPATORY INTERESTS ("NEWSA SECURITIES") REFERENCING
THE NEWSA INDEX (AN EQUITY INDEX COMPRISING SHARES IN THE FTSE/JSE AFRICA TOP 40
INDEX, WEIGHTED BASED ON BEE CREDENTIALS OF THE CONSTITUENT COMPANIES), TO BE
LISTED ON THE MAIN BOARD OF THE JSE LIMITED ("JSE") IN THE "EXCHANGE TRADED
FUNDS" SECTOR
This announcement is issued in compliance with the Listings Requirements of the
JSE for information purposes only. The information set out below has been
extracted from an offering circular and pre-listing statement, together with the
first portfolio supplement thereto (the "Portfolio Supplement") (together, the
"circulars") both issued on 3 September 2007, as amended on the basis set out
below.
1. INTRODUCTION
NewSA securities will track the price and yield performance of the NewSA
Index (an equity price index comprising shares in the FTSE/JSE Africa Top
40 Index, weighted based on BEE credentials of the constituent companies),
thereby giving investors exposure to the FTSE/JSE Top 40 Africa Index,
weighted according to the BBBEE Codes of Good Practice.
In terms of the initial offer, investors will be entitled to subscribe for
NewSA securities in the following manner:
- in cash, in Rands (in multiples of R1 000),
- the proceeds from the issue of every 1 million NewSA securities (after
costs and fees) being utilised to acquire one basket of the securities
comprising the NewSA Index ("constituent securities"); or
- in specie,
through the delivery of one or more whole baskets of the constituent
securities ("baskets of constituent securities") (together with a
specified amount in cash equal to transaction costs, any taxes and
fees and other amounts as specified by the Manager) entitling the
investor to 1 million NewSA securities per basket of constituent
securities delivered. Details of the constituent securities and their
weightings are available on the NewFunds website: www.newfunds.co.za.
NewSA securities will be issued in dematerialised form only on the
terms and subject to the conditions more fully described in the
circulars, the value of each of which will approximately equal
1/1000th of the NewSA Index level.
Following the listing, securities holders may either trade their securities
on the JSE, redeem them for cash or, in respect of every 1 million NewSA
securities redeemed, redeem them for one basket of constituent securities.
The listing is not conditional upon any minimum amount being raised in
terms of the initial offer.
2. SALIENT DATES AND TIMES AND FURTHER ANNOUNCEMENT
The initial offer will remain open from 09:00 on 20 November 2008 until
12:00 on 21 November 2008 (the "official closing date"). (Prospective
investors should contact their broker or CSDP to ascertain the closing date
applicable to them as the cut-off times applied by the CSDPs and brokers
will occur earlier than the official closing date).
Letters of Allocation ("LAs") will be issued in the name of successful cash
applicants on 24 November 2008 and NewSA will acquire the constituent
securities during the period from 24 November 2008 to 26 November 2008.
Baskets of constituent securities in terms of in specie subscriptions
should be delivered on or before 24 November 2008.
A further announcement containing the results of the initial offer
including the issue price will be published on SENS on 28 November 2008.
At commencement of trading on 1 December 2008, the LAs will convert to
NewSA securities and all NewSA securities to be issued pursuant to the
initial offer will be listed on the JSE.
3. DIRECTORS, TRUSTEE AND REGISTERED OFFICE
The directors of the Manager are:
Director : Ethan Gilbert Dube (Non-executive)
Address : Vunani House
Athol Ridge Office Park
151 Katherine Street
Sandton, 2196
Director : Butana Mangaliso Khoza (Non-executive)
Address : Vunani House
Athol Ridge Office Park
151 Katherine Street
Sandton, 2196
Director : Alan Jonathan Miller (Non-executive)
Address : 180 Commissioner Street
Johannesburg, 2001
Director : Andries Benjamin le Grange (Non-executive)
Address : 180 Commissioner Street
Johannesburg, 2001
The trustee of NewFunds, The Standard Bank of South Africa Limited, is
located at 9th Floor, Standard Bank Centre, 5 Simmonds Street,
Johannesburg.
The registered office of the Manager is located at 3rd Floor, Absa Towers
East, 170 Main Street, Johannesburg, 2001.
4. COPIES OF THE CIRCULARS
Copies of the circulars, in English, may be obtained during normal business
hours from the registered office as detailed above, from 20 November 2008
until 12 December 2008.
5. SUBSCRIPTION CONDITIONS APPLICABLE TO THE INITIAL OFFER
The initial offer is subject to the conditions detailed in the circulars
and as summarised below:
- You cannot withdraw an application once submitted. It will be
irrevocable.
- All subscribers for NewSA securities must have a valid account with a
broking member of the JSE.
- Subscribers that do not have an account with a JSE member can open an
account with any broker on the JSE. A list of brokers is available on
the JSE website at www.jse.co.za.
- Subscribers can also contact Vunani Securities (Proprietary) Limited
(contact: Nadine Knight (011) 263-9528) or Absa Stockbrokers
(Proprietary) Limited (telephone: (011) 647-0830), which have been
appointed as the participating brokers to assist first time retail
clients in opening an account.
- If a prospective investor is in any way unclear as to the correct
procedure to be followed, or the terms and conditions applicable to
subscriptions for NewSA securities under the initial offer, the
investor is advised to contact his professional advisors,
alternatively to contact NewFunds directly on (011) 895 5370.
- A controlled client should liaise with his broker, which will
subscribe via its nominated CSDP.
- A non-controlled client should liaise with its nominated CSDP, which
will in turn liaise with Absa Capital Investor Services, the issuing
agent.
- Investors should note that the cut-off times applicable to the initial
offer will vary depending on the particular broker or CSDP.
6. EXCHANGE CONTROL APPROVAL
The Portfolio Supplement states that non-residents of the common monetary
area are required to seek approval prior to investing in NewSA securities.
Subsequent approval has been obtained from the Exchange Control authorities
in terms of which non-residents may invest in NewSA securities without
having to seek the approval of the Exchange Control authorities.
7. MANAGEMENT AND OTHER FEES
The management and other fees to be charged by the Manager are as contained
in the Portfolio Supplement, subject to the following amendments:
Value of participatory Management fee (exclusive of
interests held by Value Added Tax ("VAT")) per
investor(daily) annum, calculated and accruing
daily, to be deducted from the
distribution payable to the
investor (expressed as a
percentage of daily value of
NewSA securities held by
investor)
In respect of the first 1.00% (100 basis points)
R10 million held
In addition, for amounts 0.50% (50 basis points)
between R10 000 00 and
R100 million
In addition, for amounts 0.30% (30 basis points)
between R100 000 001 and
R1 billion
In addition, for amounts in 0.15% (15 basis points
excess of R1 billion
All fees are stated exclusive of VAT.
8. TAXATION CONSEQUENCES
The information contained below is a summary of tax advice that has been
given to the Manager, is intended to be a general guide to the relevant tax
laws of the RSA as at the date of this announcement, is not intended as
comprehensive advice, does not purport to describe all of the
considerations that may be relevant to a prospective investor in NewSA
securities and should not be relied upon by prospective investors.
Prospective investors in NewSA securities should consult their own
professional advisors in regard to the purchase of NewSA securities and the
tax implications thereof. Accordingly, the Manager and the other
professional advisers give no representation and give no warranty or
undertaking, express or implied, and accept no responsibility for the
accuracy or completeness of the information contained in this section.
Taxation Consequences for NewSA
As at the date of issue of this announcement, NewSA will be exempt from
income tax on all income (including dividends) which has been received by
or has accrued to NewSA and which is distributed by it by way of dividend
to the holders of NewSA securities in the tax year of such receipt or
accrual (as the case may be). In addition, any capital gain or capital loss
realised by NewSA on the disposal of constituent securities in NewSA must
be disregarded (i.e. NewSA will not be liable for capital gains tax).
In addition to the aforegoing, no VAT will be payable in respect of the
issue, allotment or transfer of ownership of any NewSA securities.
NewSA will effectively be liable for Securities Transfer Tax ("STT") on the
acquisition of constituent securities on the secondary market in respect of
cash subscriptions but will be exempt when it acquires them from an
investor in respect of in specie subscriptions, provided the acquisition
complies with section 8(1) of the Securities Transfer Act, 2007.
Taxes on the issue and transfer of NewSA securities
STT is neither leviable on the issue of a NewSA security nor on the sale or
other disposal of a NewSA security.
Income Tax
If a NewSA security is held as trading stock (and not as a long-term
investment), then the proceeds from the disposal thereof will be of a
revenue nature and shall therefore be included in "gross income", for
income tax purposes, of the holder, unless the NewSA security is held for
more than three years, in which event the proceeds from a disposal thereof
would be deemed to be of a capital nature and the disposal would give rise
to either a capital gain or a capital loss.
A holder of NewSA securities which is a pension, provident or retirement
annuity fund will be exempt from income tax on any income distributed by
NewSA.
A holder of NewSA securities which is an untaxed policyholder fund of a
long term insurance company will be exempt from income tax on any income
distributed by NewSA.
Capital Gains Tax
If a NewSA security is held as a capital investment, the proceeds from the
sale thereof will be of a capital nature and will give rise to either a
capital gain or a capital loss. Any capital gain will be subject to capital
gains tax, subject to some exceptions. Where the NewSA security is held for
more than three years, any gain will effectively be deemed to be a capital
gain. But it does not follow that any gain from a disposal where the NewSA
security is held for less than three years will automatically be on revenue
account.
A holder of a NewSA security which is a pension, provident or retirement
annuity fund must disregard any capital gain or capital loss on the
disposal of a NewSA security.
A holder of a NewSA security which is an untaxed policyholder fund of a
long term insurance company will not realise a taxable capital gain on the
disposal of a NewSA security.
9. NOTICE
NewSA securities are not in any way sponsored, endorsed, sold or promoted
by the JSE, FTSE International Limited ("FTSE"), the London Stock Exchange
Plc (the "LSE") or The Financial Times Limited ("FT") and neither the JSE,
FTSE, the LSE nor FT makes any warranty or representation whatsoever,
expressly or implied, either as to the results to be obtained from the use
of the NewSA Index and/or the figure at which the NewSA Index stands at any
particular time on any particular day or otherwise. The NewSA Index is
compiled and calculated by FTSE on behalf of and on the instructions of the
Manager. However, neither the JSE, FTSE, the LSE nor FT shall be liable
(whether in negligence or otherwise) to any person for any error in the
NewSA Index and neither FTSE, the JSE, the LSE nor FT shall be under any
obligation to advise any person of any error therein. "FTSET", "FT-SEr" and
"Footsier" are trade marks of the LSE and FT and are used by FTSE and the
JSE under licence. "JSE" is a trade mark of the JSE and is used by FTSE
under licence.
The NewSA securities are not eligible for sale in the United States or in
any other jurisdiction in which trading in them would be illegal. The NewSA
securities have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended, and trading in securities has not been
approved by the U.S. Commodity Futures Trading Commission under the U.S.
Commodity Exchange Act. The NewSA securities may not be offered, sold or
delivered within the United States or to U.S. persons, nor may any U.S.
person at any time trade or maintain a position in them.
Johannesburg
20 November 2008
Co-originators
Absa Capital
a division of Absa Bank Limited
and
Vunani Capital (Proprietary) Limited
Corporate advisor and sponsor
Java Capital (Proprietary) Limited
Legal advisor
Werksmans Inc
Date: 20/11/2008 09:14:37 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.
