| Fri 17 Mar 2023, 17:48 | | Results of offer for sale |
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Results of offer for sale
Premier Group Limited
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
(JSE share code: PMR)
(ISIN: ZAE000320321)
(“Premier”, the “Group” or the “Company”)
RESULTS OF OFFER FOR SALE
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR
ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE.
The capitalised words and expressions used in this announcement, unless expressly defined or
indicated otherwise herein, shall bear the meanings given to them in the Pre-listing Statement published
by Premier on 10 March 2023.
Investors are referred to the Premier Pre-listing Statement dated 10 March 2023 and to the abridged
pre-listing statement announcement released on SENS on 10 March 2023, regarding the Admission to
listing of the Ordinary Shares of Premier Group Limited (formerly Premier Group Proprietary Limited) on
the main board of the JSE and the connected offer for sale by Brait of 65,031,586 Ordinary Shares
(excluding Overallotment Shares) (“Offer”). Investors are advised that the announcement regarding the
results of the Offer has been brought forward from the previously communicated Monday, 20 March
2023. The remaining key dates for the Offer and Admission are set out below.
1. Results of the Offer
Notwithstanding the accelerated offer period and extreme volatility in global and local capital markets,
Premier and Brait are pleased to announce that following the Offer, sufficient purchasers have been
allocated Offer Shares in the Offer, including pursuant to the Pre-Launch Commitments and other
placees procured by the Joint Bookrunners in the Offer, such that on the Settlement Date, which is
expected to occur on Friday, 24 March 2023, Brait will have raised an aggregate amount of
ZAR3.6 billion (through the placement of a total of 66,889,626 Ordinary Shares).
As outlined in the Pre-listing Statement, certain members of Senior Management will purchase 267,746
Offer Shares and, subject to conditions that are customary for agreements in respect of transactions of
this nature, Titan will take up its Titan Cornerstone Investment Shares, constituting 24,184,657 Ordinary
Shares (representing 36.16% of the final Offer Shares). The Overallotment Shares, comprising
1,858,045 Ordinary Shares, will be placed in the Offer for purposes of facilitating Stabilisation, to the
extent required, as set out in paragraph 3 below and in the Pre-listing Statement.
Pursuant to the Underwrite, and subject to conditions that are customary for agreements in respect of
transactions of this nature, Titan will purchase 15,451,165 Offer Shares, which were not taken up in
terms of the Offer.
Admission is expected to become unconditional on the Settlement Date and trading in the Ordinary
Shares (ISIN: ZAE000320321) in the “45102020 – Food Products” sector of the Main Board of the JSE
(under the abbreviated name “Premier” and share code “PMR”), will become effective and begin from
commencement of trading on the JSE on Friday, 24 March 2023. Any change in this date will be
announced on SENS.
Kobus Gertenbach, Chief Executive Officer of Premier, believes that the decision to list on the JSE is
an important and exciting step in the Company’s growth journey.
“Premier is one of the oldest companies in South Africa and has been listed on the JSE in the past. The
growth strategy executed over the past decade has resulted in sufficient scale whereby it is now more
suitable to be publicly owned than to stay private. The JSE listing will give us a platform from which to
pursue our organic and acquisitive growth strategy more readily, including, amongst other things, having
access to greater sources of capital”.
The Premier Board and management are excited about Premier’s return to the JSE and welcome the
opportunity to execute Premier’s growth strategy in the public listed environment.
2. Lock-up Arrangements
Lock-up arrangements will apply to each of the Company (180 days from the Admission Date), Brait
(360 days from the Admission Date), Senior Management (360 days from the Admission Date), and
Titan (180 days from the Admission Date), subject to customary exceptions for transactions of this nature
and provided that Brait PLC would be entitled to unbundle its residual shareholding in Premier within
the lock-up period.
3. Stabilisation
In connection with the Offer, the Stabilisation Manager may, subject to law and only during the
Stabilisation Period, over-allot or effect transactions which may support the market price of the Ordinary
Shares at a level higher than that which might otherwise prevail for a limited period after the Admission
Date. However, there is no obligation on the Stabilisation Manager to do so. Such stabilising action may
under no circumstances continue beyond the end of the Stabilisation Period, which is expected to end
on the 30th calendar day after the Admission Date. Stabilising action may under no circumstances
continue beyond the Stabilisation Period.
There is no assurance that the Stabilisation Manager will undertake stabilisation activities and investors
will be updated on any Stabilisation undertaken (if any) by the Stabilisation Manager on SENS in
accordance with the JSE Listings Requirements. Such transactions may be effected on the JSE and will
be carried out in the accordance with applicable rules and regulations of the JSE.
For further information on Stabilisation, please refer to “PART II – Particulars of the Offer – Overallotment
and Stabilisation" in the Pre-listing Statement.
4. Important dates and times
The following timetable sets out expected dates for the implementation of the Offer and the Admission.
Key action 2023
Publication date of the final number of Offer Shares published in the
press on Monday, 20 March
Settlement and Admission Date Friday, 24 March
Johannesburg
17 March 2023
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator, Joint Bookrunner and Stabilisation Manager
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator and Joint Bookrunner
The Standard Bank of South Africa Limited
Joint Bookrunner
Investec Bank Limited
South African Legal Advisor to the Company
DLA Piper Advisory Services Proprietary Limited
South African Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Webber Wentzel
International Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Linklaters LLP
Independent Reporting Accountants and auditors
PricewaterhouseCoopers Inc.
DISCLAIMER
The contents of this announcement have been prepared by and are the sole responsibility of Premier.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United States and the District of Columbia),
Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
for securities to any person in the United States, Australia, Canada, or Japan or in any jurisdiction.
Copies of this announcement are not being made and may not be distributed or sent into the United States,
Canada, Australia, or Japan.
This announcement does not constitute or form part of any offer or solicitation or advertisement to purchase
any shares in South Africa, including an offer to the public for the sale of, or the solicitation of an offer to
buy, shares as defined in the South African Companies Act and will not be distributed to any person in
South Africa in any manner that could be construed as an offer to the public in terms of the South African
Companies Act 71 of 2008 ("Companies Act"). In South Africa this announcement is directed only at (i)
persons falling within the exemptions set out in section 96(1)(a) of the Companies Act; (ii) persons who
subscribe, as principal, for Shares at a minimum aggregate subscription price of R1,000,000, as envisaged
in section 96(1)(b), of the Companies Act; and (iii) to selected persons outside the United Stated in reliance
on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (all such persons
in (i), (ii) and (iii) being referred to as “relevant persons”). Any investment activity to which this
announcement relates will only be available to, and will only be engaged with, relevant persons. Any person
who is not a relevant person should not act on this announcement or any of its contents. This announcement
does not, nor does it intend to, constitute a “registered prospectus”, as contemplated by the Act.
The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended
("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Shares or in relation to the business or future investments of the
Company is appropriate to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be construed as constituting the canvassing
for, or marketing or advertising of, financial services in South Africa.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration, exemption from registration or qualification under the
securities laws of any jurisdiction. This announcement is not an offer of securities for sale in the United
States. The securities mentioned herein have not been, and will not be, registered under the Securities Act.
The securities may not be offered or sold in the United States.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this
announcement and any offer if made subsequently is directed only at persons who are “qualified investors”
within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive”
means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully
be communicated, and any investment activity to which it relates will only be engaged in with such persons
and it should not be relied on by anyone other than such persons.
Forward-looking statements
This announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking terminology,
including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”,
“will” or “should” or, in each case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements
may and often do differ materially from actual results. Any forward-looking statements reflect the Group’s
current view with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group’s business, results of operations, financial position,
liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are
made.
Each of the Company, Brait, Ethos, RMB, Investec and Standard Bank and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information, future developments or otherwise.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any
part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract
therefor.
The timing of the Admission may be influenced by factors such as market conditions. There is no guarantee
that Admission will occur, and you should not base your financial decisions on the Company’s intentions in
relation to Admission at this stage. Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing the entire amount invested. Persons considering making such
investments should consult an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the Offer. The value of shares can
decrease as well as increase. Potential investors should consult a professional advisor as to the suitability
of the Offer for the person concerned.
None of Brait, RMB, Investec and Standard Bank or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement should be considered and inspected independently and not in
conjunction with any other information prepared by any person and published in connection with the
Withdrawn IPO. Neither Premier, Brait, Brait PLC, RMB, Standard Bank, Investec, Ethos, any person who
controls Premier, Brait, Brait PLC, Ethos, RMB, Investec or Standard Bank, any director, officer, employee
or agent of any of them or any affiliate of any such person accepts or assumes, any liability or responsibility
whatsoever in respect of any document published by any person in connection with the Withdrawn IPO.
Each of RMB, Investec and Standard Bank are acting exclusively for the Company and Brait and no-one
else in connection with the Offer. They will not regard any other person as their respective clients in relation
to the Offer and will not be responsible to anyone other than the Company and Brait for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents
of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of RMB, Investec and Standard Bank and any of their respective affiliates,
may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell,
offer to sell, or otherwise deal for their own accounts in such Shares and other securities of the Company
or related investments in connection with the Offer or otherwise. Accordingly, references in the Pre-listing
Statement, once published, to the Shares 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
any of RMB, Investec and Standard Bank and any of their respective affiliates acting in such capacity.
In addition, RMB, Investec and Standard Bank may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to time acquire, hold, or dispose of Shares.
None of RMB, Investec and Standard Bank nor any of their respective affiliates intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations
to do so.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been audited
or independently verified, nor has the Company ascertained the underlying economic assumptions relied
upon therein.
Date: 17-03-2023 05:48:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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.
