| Tue 21 Apr 2009, 11:26 | | Abridged Prospectus: Listing Of Efficient Financia |
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JSE
EFF
EFF - Abridged Prospectus: Listing Of Efficient Financial Holdings Limited
Shares on the JSE Limited
EFFICIENT FINANCIAL HOLDINGS LIMITED
(formerly Lexshell 65 General Trading (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/036947/06)
JSE code: EFF & ISIN: ZAE000133286
("EFH" or "the company")
ABRIDGED PROSPECTUS: LISTING OF EFFICIENT FINANCIAL HOLDINGS LIMITED SHARES ON
THE JSE LIMITED
This abridged prospectus is not an invitation to the public to subscribe for
and/or acquire shares in the company, but is issued in compliance with the JSE
Listings Requirements for information purposes only. The information in this
abridged prospectus has been extracted from the prospectus printed by the
company on 3 April 2009 ("the prospectus"), copies of which may be obtained
during office hours from:
- the company at 81 Dely Road, Hazelwood, 0181;
- Java Capital (Proprietary) Limited at 2nd Floor, 2 Arnold Road, Rosebank,
2196; and
- Link Market Services South Africa (Proprietary) Limited at 5th Floor, 11
Diagonal Street, Johannesburg, 2001,
from 09h00 on Monday, 6 April 2009 to 12h00 on Thursday, 9 April 2009, being the
period in which the offers referred to below are open.
INTRODUCTION
The EFH group offers asset management, administration, research and marketing
services to institutional and individual investors as well as financial
services.
The EFH group is a financial services group which is involved in:
- Fund management - the group currently has approximately R3.2 billion under
asset management. Its senior portfolio managers include Brett Bishop,
Harold Hopking and Charles Snyman;
- Fund administration - the group currently has approximately R1.3 billion
under fund administration;
- Economic research - this is conducted by senior economist Dawie Roodt and
his research team;
- Financial services - financial planning, cash flow management and employee
benefits advice is given currently to clients of PKF (Cape Town) Inc and
other individuals. In future financial services will be offered through
partnerships with advisory firms such as lawyers and accountants (including
other regional branches of PKF);
- Financial adviser support services - the group provides access to a portal
and reporting to its independent financial advisers.
The group`s retail business focuses on providing fund management solutions to
individual investors, primarily through focusing on institutions and investment
advisers that provide financial planning services. The client base includes 100
independent financial advisers and approximately 9 000 mandated clients.
The group`s institutional business focuses on marketing its funds to "White
Label" managers, multi-managers and fund of fund managers by utilising the
platforms of the likes of ABSA Investment Management Services, Sanlam, Fairbairn
Capital, Investec, Thebe Securities and Momentum.
BRIEF OVERVIEW OF THE EFH GROUP
History
EFH was incorporated on 27 November 2006 in order to act as a holding company
to the merger effected between Efficient Group (Proprietary) Limited ("Efficient
Group") and FHS Financial Services (Cape Town) Proprietary) Limited ("FH
Financial Services (CT)") which merger was effected from 2 October 2007.
After implementation of the merger the EFH group was and remains constituted as
follows:
EFH
25.15% 90.43%** 100%
Thebe Securities Ltd Efficient Group FHS Financial Services (CT)
95% 100%
Efficient Valugro
Collective Capital
Investments (Pty) Ltd
(Pty) Ltd
100% 100%
Efficient Multigro
International Capital
(Pty) Ltd (Pty) Ltd
100% 100%
Midnight FH Financial
Masquerade Services (EB)
(Pty) Ltd (Pty) Ltd
49%
C&A Services
(Pty) Ltd
40%
FH Financial
Services Newlands
(Pty) Ltd
* Percentage figures in the above diagram refer to shareholding.
** The balance of the shares in Efficient Group are held by Midnight Masquerade
(Proprietary) Limited, a subsidiary of Efficient Group and EFH.
Nature of the business
The group conducts its operations through its wholly-owned operating
subsidiaries Efficient Group and FHS Financial Services (CT).
- Efficient Group
Efficient Group was incorporated on 7 October 2002 out of the requirement
of private individual investors to have an active fund manager. Efficient
Group thus created and expanded upon this niche business model in an
underserviced market for the active management of individual`s investments.
In addition, Efficient Group provides added-value services to its clients
such as economic and/or financial presentations, newsletters, easy to
understand supplementary reports and report-back sessions on various
television channels such as Ontbytsake on Kyknet which is presented by
Dawie Roodt. His investor-friendly initiatives have helped foster an
informed and loyal customer base.
Efficient Group offers discretionary portfolio management as a service to
independent financial advisers in respect of their product offering to
clients. Efficient Group has created a distribution network of some 100
independent financial advisers which market and distribute its products and
services.
Efficient Group`s subsidiaries include -
- Efficient International (Proprietary) Limited
Efficient International (Proprietary) Limited was incorporated on 15
June 2005 and focuses on offshore investment management.
- Efficient Collective Investments (Proprietary) Limited
Efficient Collective Investments (Proprietary) Limited was
incorporated on 19 September 2003 and is a registered collective
investment scheme.
- FHS Financial Services (CT)
FHS Financial Services (CT) was incorporated on 11 February 1997 by Harold
Hopking. It is a financial services company aligned with PKF (Cape Town)
Inc offering comprehensive financial planning services and products such as
life cover and medical aid to the clients of PKF (Cape Town) Inc.
- FHS Financial Services (CT)`s subsidiaries include -
- FH Financial Services (EB) (Proprietary) Limited
FH Financial Services (EB) (Proprietary) Limited was incorporated on 9
December 1998 and focuses on providing small companies with active
management of its pension products.
- Multigro Capital (Proprietary) Limited
Multigro Capital (Proprietary) Limited was incorporated on 9 November
2004 by Harold Hopking and offers Fund of Fund management to a
dedicated source of clients via FHS Financial Services (CT).
- Valugro Capital (Proprietary) Limited
Valugro Capital (Proprietary) Limited was incorporated on 24 January
2003 by Brett Bishop who together with the Hobos Trust prior to the
merger held 55% of the issued share capital of Valugro Capital
(Proprietary) Limited (the balance being held by FHS Financial
Services (CT)). It is an award-winning boutique asset management
company, whose clients include institutional investors. Valugro
Capital (Proprietary) Limited received a Raging Bull Certificate in
2006, a Standard & Poor`s Award in 2005 and two Micropal Awards in
2008.
- Thebe Securities Limited and Thebe Investment Corporation Limited
With effect from 1 December 2008, EFH purchased from Thebe Investment
Corporation Limited ("TIC") 25,1% of the ordinary shares in Thebe Securities
Limited ("Thebe Securities").
Thebe Securities conducts business as a stockbroking member of the exchanges
operated by the JSE Limited ("JSE") and the Bond Exchange of South Africa
Limited and acts as investment advisers and agents in all aspects.
TIC, the holding company of Thebe Securities, has purchased a 25,1% shareholding
in EFH.
DIRECTORS
On listing, the board of directors of EFH will be:
Director Business address
Dawid Daniel Roodt 81 Dely Road, Hazelwood, Pretoria, 0181
(Executive
Chairman)
Heiko Weidhase 81 Dely Road, Hazelwood, Pretoria, 0181
(Managing Director)
Anton Tersius de 81 Dely Road, Hazelwood, Pretoria, 0181
Klerk
(Financial
Director)
Michael John Giles 81 Dely Road, Hazelwood, Pretoria, 0181
(Non-executive
director)
Mariam Cassim 2nd Floor, Thebe House, 166 Jan Smuts Avenue,
(Non-executive Rosebank, 2196
director)
Lindiwe Gadd 2nd Floor, Thebe House, 166 Jan Smuts Avenue,
(Non-executive Rosebank, 2196
director)
Matsobane Carl 2nd Floor, Thebe House, 166 Jan Smuts Avenue,
Khwinana Rosebank, 2196
(Non-executive
director)
Ronald Paterson PO Box 7483, Roggebaai, 8012
(Non-executive
director)
Edmund Hern 81 Dely Road, Hazelwood, Pretoria, 0181
(Non-executive
director)
All of the directors are South African citizens.
DETAILS OF THE OFFERS
The offers in respect of the issue and/or sale of in aggregate 8 654 022 shares
will be made by way of:
- A private placement comprising:
- the subscription offer by the company to placees to subscribe for up
to 3 480 000 shares, at a subscription price of 500 cents per share,
which offer will raise up to R17 400 000 before issue and listing
expenses; and
- the sale offer by the sellers to placees to purchase up to 4 574 000
shares, at a sale price of 500 cents per share, which offer will
realise up to R22 870 110 before transfer expenses,
and
- A preferential offer by the company to selected independent financial
advisers to subscribe for up to 600 000 ordinary shares at a subscription
price of 400 cents per share, which offer will raise up to R2 400 000.
The offers are not subject to a minimum subscription being achieved.
The offers will be partially underwritten by:
- the Harry Crossley Foundation (Master`s Reference No. T51/68), in terms of
which the Harry Crossley Foundation undertakes to subscribe for and/or
acquire and pay at a price of 500 cents per share for up to 3 600 000
shares being made available in terms of the subscription offer and/or the
sale offer which are not subscribed for or purchased; and
- The Doris Crossley Foundation (Master`s Reference No. T378/1986), in terms
of which the Doris Crossley Foundation undertakes to subscribe for and/or
acquire and pay at a price of 500 cents per share for up to 3 600 000
shares being made available in terms of the subscription offer and/or the
sale offer which are not subscribed for or purchased,
on the basis that -
- each underwriter has underwritten the private placement on a 50/50 basis
that is on an equal basis;
- the underwriting amount shall be utilised firstly against the subscription
offer and only thereafter against the sale offer.
LISTING ON THE JSE
The JSE has granted a listing of up to 40 215 000 EFH shares on the Asset
Managers sector of the Main Board of the JSE with effect from the commencement
of trade on the JSE on the listing date, anticipated to be on Monday, 28 April
2009.
The listing is subject to the condition precedent that a spread of shareholders
acceptable to the JSE is achieved, being a minimum of 300 public shareholders
holding 20% of the entire issued share capital of the company.
Rosebank
3 April 2009
Joint corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Date: 03/04/2009 14:05:02 Produced by the JSE SENS Department.
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