| Thu 3 May 2012, 17:01 | | HRP - Hermans & Roman Properties Limited - Listing Update |
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JSE
HRP
HRP - Hermans & Roman Properties Limited - Listing Update
Hermans & Roman Properties Limited (previously registered under the name
Business Venture Investments No 1554 Proprietary Limited)
(Incorporated in the Republic of South Africa on 20 September 2011)
(Registration number 2011/118136/06)
JSE code: HRP ISIN: ZAE000163747
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
HERMANS & ROMAN PROPERTIES LISTING UPDATE
Investors are referred to the abridged pre listing statement announcement
released on the Securities Exchange News Service ("SENS") and pre listing
statement ("Pre listing Statement") issued by the Company on 23 April 2012.
The offering period in relation to the listing of Hermans & Roman Properties
Limited (previously Business Venture Investments No 1554 Proprietary Limited)
("HRP" or the "Company") on the securities exchange operated by JSE Limited
(the "JSE") closed on Wednesday, 2 May 2012, with listing intended for Friday,
11 May 2012.
Following completion of an investor roadshow, the Company is considering
investor feedback and its options with regard to incorporating certain
amendments to the terms of the Offering. Details of the amendments, an
amended pre-listing statement and a revised timetable, if appropriate, will be
communicated via SENS and made available to investors in due course.
Cape Town
3 May 2012
ENQUIRIES:
Hermans & Roman Properties +27 21 928 4000
Leslie Hermans, CEO
Kevin Roman, Executive Director
Johan Mostert, CFO
Citi +27 11 944 1000
Sean Wegerhoff
College Hill +27 11 447 3030
Cara White
NOTICE TO RECIPIENTS:
A Pre-listing Statement prepared pursuant to the Listings Requirements of
the JSE will be delivered to investors who qualify to participate in the
contemplated offering pursuant to Section 96(1)(a) of the Companies Act as
the participation in the contemplated offering will be by invitation only.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the final Pre
listing Statement.
This announcement is not directed to the general public to subscribe for
linked units. The announcement is issued in compliance with the Listings
Requirements of the JSE for the purpose of providing information to qualifying
investors in regard to the Company, its operations and the proposed Listing.
This announcement does not constitute an offer to the public in accordance
with the provisions of section 96(1)(a) of the Companies Act and is directed
to categories of investors such as (i) persons whose ordinary business or
part of whose ordinary business, is to deal with securities, either as
principles or agents, (ii) the PIC, (iii) any person or entity regulated by
the Reserve Bank of South Africa, (iv) an authorised, (iv) an authorised
financial services provider, as defined in the Financial Advisory and
Intermediary Services Act (Act No 37 of 2002), (v) a financial institution,
as defined in the Financial Services Board Act (Act No 97 of 1990), (vi) a
wholly owned subsidiary of a person contemplated in the bullet points in this
paragraph above, acting as agent in the capacity of an authorised portfolio
manager for a pension fund registered in terms of the Pension Funds Act
(No. 24 of 1956), or as manager of a collective investment scheme registered
in terms of the Collective Investment Schemes Control Act (No. 45 of 2002),
and (vii) if the total contemplated acquisition cost of the linked units, for
any single addressee acting as principal, is equal to or greater than
R1,000,000. The linked units described in this announcement are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with the person listed from
(i) to (vii) above. Any person who does not fall into any of the above
categories should not act or rely on this announcement or any of its contents.
Simply because a person falls into any of the above categories and qualified to
receive the Pre-listing Statement does not mean that an offer will be made to
such person in terms of the pre-listing statement. The offer for subscription
to be contained in the Pre-listing Statement is by invitation only.
If an offer is inadvertently made to a selected investor and such offeree does
not fall within one of the categories referred to above for an Exempt Investor,
the selected investor shall not be entitled to accept the offer for subscription
and such person shall be deemed not to have received the Pre-listing Statement.
This announcement and the information contained herein are not for distribution
in or into the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia) (the "United States"), Australia, Canada or Japan. This announcement
does not constitute, or form part of, an offer to sell, or a solicitation of an
offer to purchase, any securities in the United States, Australia, Canada or
Japan or in any jurisdiction in which any offer or solicitation could be
unlawful. The securities of the Company have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold within the United States. Purchasers of the linked
units in the contemplated offering by way of a private placement may not offer,
sell, pledge or otherwise transfer the linked units in the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Company does not intend to
register any part of the contemplated offering in the United States.
This document is an advertisement and not a prospectus for the purpose of
Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, the "Prospectus Directive"). In any EEA Member State that has
implemented the Prospectus Directive (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in each EEA Member State), this
announcement is only addressed to and is only directed at qualified investors in
that EEA Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (i) persons who are outside the United
Kingdom, (ii) investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities falling within Article 49(2)(a) - (d)
of the Order (the persons described in (i) through (iii) above together being
referred to as "Relevant Persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, Relevant Persons. Any person who
is not a Relevant Person should not act or rely on this announcement or any of
its contents.
The Sole Bookrunner and its affiliates are acting exclusively for the Company
and no-one else in connection with the contemplated offering by way of a private
placement. They will not regard any other person as their respective clients
in relation to the contemplated offering by way of a private placement and will
not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the contemplated offering by way of a private placement, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein. No representation or warranty, express or implied, is made
by the Sole Bookrunner as to the accuracy, completeness or verification of the
information set forth in this announcement, and nothing contained in this
announcement is, or shall be relied upon as, a promise or representation in
this respect, whether as to the past or the future. The Sole Bookrunner assumes
no responsibility for its accuracy, completeness or verification and,
accordingly, disclaim, to the fullest extent permitted by applicable law, any
and all liability which they might otherwise be found to have in respect of
this announcement or any such statement.
In connection with the contemplated offering by way of a private placement, the
Sole Bookrunner and any of its affiliates, acting as investors for their own
accounts, may subscribe for or purchase linked units and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such linked units and other securities of the Company or related investments
in connection with the contemplated offering by way of a private placement or
otherwise. Accordingly, references in any Pre-listing Statement, if published,
to the linked units being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, such Sole Bookrunner and
any of its affiliates acting as investors for their own accounts. The Sole
Bookrunner does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
Matters discussed in this release may constitute forward looking statements.
Forward looking statements are statements that are not historical facts and be
identified by words such as "believe", "expect", "anticipate", "intends",
"estimate", "will", "may", "continue", "should", and similar expressions. The
forward looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
release speak only as at its date, and are subject to change without notice.
Date: 03/05/2012 17:01:01 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.
