| Wed 18 Jul 2012, 7:05 | | ROCKCASTLE GLOBAL REAL EST COM LTD - ABRIDGED PRE-LISTING STATEMENT |
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ABRIDGED PRE-LISTING STATEMENT
Rockcastle Global Real Estate Company Limited
(Incorporated in the Republic of Mauritius on 30 March 2012)
(Registration number 108869 C1/GBL)
JSE share code: ROC SEM share code: ROCK.N0000
ISIN: MU0364N00003
(Rockcastle or the company)
Abridged pre-listing statement regarding the inward listing of Rockcastle on the JSE Limited
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement relates to:
an offer to invited investors to subscribe for a maximum of up to 10 000 000 Rockcastle shares (the
private placement) at an offer price equal to the Rand equivalent of USD1.00 per share; and
the listing on the JSE Limited (JSE) of up to 16 201 000 Rockcastle shares (the listing).
This abridged pre-listing statement is not an invitation to the public to subscribe for shares in the company, but
is issued in compliance with the JSE Listings Requirements and the Rules of the Stock Exchange of Mauritius
(SEM) for the purposes of giving information to the public in relation to Rockcastle and to invited investors
in relation to the private placement.
This announcement contains the salient information in respect of Rockcastle, which is more fully described in
the pre-listing statement which was issued to invited investors today (the pre-listing statement). For a full
appreciation of Rockcastle, the private placement and the listing, the pre-listing statement should be read in
its entirety.
Introduction
On 28 May 2012 Rockcastle issued Listing Particulars relating to:
the placing of up to 10 001 000 Rockcastle shares at USD1.00 per share; and
the listing of Rockcastles shares on the Official List of the SEM.
The share capital of Rockcastle was listed on the SEM on 5 June 2012 and this constitutes its primary listing.
The JSE has granted Rockcastle a secondary listing of a maximum of up to 16 201 000 Rockcastle shares on
the Alternative Exchange of the JSE (AltX) under the abbreviated name Rockcastle, JSE share code: ROC
and ISIN:MU0364N00003, with effect from the commencement of trade on Thursday, 26 July 2012.
Background to Rockcastle
Rockcastle was incorporated in Mauritius on 30 March 2012 and holds a category one Global Business License
issued by the Financial Services Commission of Mauritius.
Primary objective
Rockcastles primary objective is to invest in real estate assets and companies that are high yielding with the
prospect of capital appreciation. Its investments may comprise global real estate securities, unlisted or over-
the-counter real estate securities, other instruments derived from such real estate securities, a global portfolio
of direct property assets (which the company will both own and manage), including commercial property
development projects, existing properties and/or real estate companies.
Investment strategy and prospects
Initially, Rockcastles investments will comprise primarily listed real estate securities in selected developed
jurisdictions including Canada, New Zealand, Australia, Singapore, France, the Netherlands, Hong Kong, the
United States and the United Kingdom. It is the board of Rockcastles view that the real estate investment
vehicles established and listed in these jurisdictions have attractive yields and fundamentally sound property
portfolios that represent attractive investment opportunities. These investments will be held directly, or via
subsidiaries incorporated in various jurisdictions for the purposes of maximising the tax effi ciencies of
Rockcastles investments, a critical consideration when investing globally.
Rockcastle has been established in Mauritius in order to take advantage of Mauritius business friendly
infrastructure and tax regime and the double tax agreements that Mauritius has negotiated with many of the
jurisdictions in which the company intends to invest.
Further information on Rockcastles investment strategy, process and operations are detailed in Annexure 2
of the pre-listing statement. Investments made by the company to date are set out in Annexure 3 of the pre-
listing statement.
JSE listing
It is considered that Rockcastle will present an attractive opportunity to South African investors. It is the view
of the board of Rockcastle that South African property investors who have enjoyed world-beating returns
from the South African real estate sector over the last few years now see comparatively attractive value in
carefully selected opportunities in real estate markets outside South Africa.Accordingly, Rockcastle is seeking a
listing on the AltX to broaden its investor base and source additional capital to fund growth aspirations, and to:
enhance potential investors awareness of the company;
improve the depth and spread of the shareholder base of the company, thereby improving liquidity in the
trading of its securities;
provide invited investors the opportunity to participate directly in the income streams and future capital
growth of the company; and
provide invited investors with an additional market for trading the companys shares.
Leadership and management
Mark Olivier is the independent non-executive chairman of Rockcastle. Mark has over 15 years experience in
providing corporate finance and strategic advice to both British and South African companies. He was part of a
senior management team responsible for the establishment and strategic development of a British based asset
management and private banking business with over #2 billion under management. Mark has managed over
#400 million of excess capital for a bank, investing in several debt and private equity opportunities.
Craig Hallowes is the chief executive officer of Rockcastle. Craig is currently a director of Fortress Asset
Managers (Proprietary) Limited and Property Index Tracker Managers (Proprietary) Limited. He was actively
involved in the turnaround process at both Capital Property Fund and Pangbourne Properties Limited.
Stephen Delport is the Financial Director of Rockcastle. Stephen has a BSc with financial orientation, majoring
in mathematics, mathematical statistics and economics; and a BSc (Hons) Mathematics from Rand Afrikaans
University. Stephen has gained a thorough insight into global listed real estate securities, having managed several
types of portfolios to date including collective investment schemes, Exchange Trade Funds and hedge funds.
Share capital and distribution policy
The share capital of the company immediately before the private placement and listing is 6 201 000 ordinary
no par value shares. Assuming that all of the shares are subscribed for in terms of the private placement the
issued share capital of the company will be 16 201 000 ordinary no par value shares.
Rockcastle will receive regular distributions from its investments which it will aggregate and pay over to
investors as dividends on a semi-annual basis.
Details of the offer
The private placement comprises an offer to invited investors to subscribe for up to a maximum of 10 000 000
Rockcastle shares at an offer price equal to the Rand equivalent of USD1.00 per share determined at the
prevailing USD:ZAR exchange rate at 12:00 on 20 July 2012 as per the Bloomberg spot rate.
There is no minimum amount which, in the opinion of the directors, must be raised pursuant to the private
placement.
Salient dates and times
The table below sets out the salient dates and times in respect of the private placement and the listing.
2012(1)
Abridged pre-listing statement published on SENS Wednesday, 18 July
Opening date of the private placement 09:00 Wednesday, 18 July
Abridged pre-listing statement published in the press Wednesday, 18 July
Closing date of the private placement 12:00(2) Friday, 20 July
Results of private placement released on SENS Monday, 23 July
Results of private placement published in the press Monday, 23 July
Notification of allotments Tuesday, 24 July
Listing of shares on the Alt* 09:00 Thursday, 26 July
Accounts at CSDP or broker updated and debited in respect of dematerialised
linked unitholders(3) Thursday, 26 July
Notes:
1. These dates and times are South African dates and times and are subject to amendment. Any such amendment will be
released on SENS and published in the press in South Africa and in Mauritius.
2. Invited investors may only receive shares in dematerialised form and must advise their CSDP or broker of their acceptance
of the private placement in the manner and cut-off time stipulated by their CSDP or broker.
3. CSDPs effect payment on a delivery-vs-payment basis.
Applicants should consult their broker or CSDP to ascertain the timing for submission of applications as this
may vary depending on the broker or CSDP in question.
Directors
The full names, nationalities and business addresses of the directors of Rockcastle are set out below.
Directors of Rockcastle
Mark Olivier Independent non-executive chairman
Nationality British and Mauritian
Business address Suite 114, 3rd Floor
Medine Mews, Chaussee
Port Louis, Mauritius
Craig Hallowes Chief executive officer
Nationality South African
Business address 4th Floor, Rivonia Village,
Rivonia Boulevard, Rivonia, South Africa
Stephen Delport Financial director
Nationality South African
Business address 4th Floor, Rivonia Village,
Rivonia Boulevard, Rivonia, South Africa
Rory Kirk Independent non-executive director
Nationality Mauritian
Business address Suite 114, 3rd Floor,
Medine Mews, Chaussee, Port Louis, Mauritius
Yan Chong Ng Cheng Hin Non-independent non-executive director
Nationality Mauritian
Business address Intercontinental Trust,
Level 3, Alexander House, 35 Cybercity,
Ebene, Mauritius
Pre-listing statement
The pre-listing statement is available only in English. Copies may be obtained during normal business hours
between 08:30 and 17:00 from Wednesday, 18 July 2012 to Thursday, 26 July 2012 from:
Java Capital (Proprietary) Limited at 2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa; and
Link Market Services South Africa (Proprietary) Limited at 13th Floor, Rennie House, 19 Ameshoff Street,
Johannesburg, 2001, South Africa.
Wednesday, 18 July 2012
Corporate advisor, sponsor Independent reporting accountants
and bookrunner and auditors
Java Capital BDO South Africa Inc.
Date: 18/07/2012 07:05:00 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.
