| Thu 10 May 2012, 17:02 | | HRP - Hermans & Roman Properties Limited - Listing Update |
|
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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.
Further to the listing update provided by the Company via SENS on Thursday,
3 May 2012, following completion of an investor roadshow, the Company is
still considering investor feedback and its options with regard to
incorporating certain amendments to the terms of the Offering. As such the
listing will not commence on Friday, 11 May 2012 as initially intended. If
appropriate, details of the amendments, an amended pre-listing statement
and a revised timetable will be communicated via SENS and made available to
investors in due course.
Cape Town
10 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: 10/05/2012 17:02:40 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.
