| Thu 30 Sep 2004, 9:13 | | LEWIS GROUP LIMITED - RESULTS OF INITIAL PUBLIC OF |
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LEWIS GROUP LIMITED - RESULTS OF INITIAL PUBLIC OFFERING
Lewis Group Limited
(Incorporated in the Republic of South Africa)
(Formerly Rowmoor Investments 505 (Proprietary) Limited)
(Registration number: 2004/009817/06)
JSE share code: LEW ISIN: ZAE000058236
(`Lewis`)
Results of initial public offering
This announcement relates to the pricing and allocation of the offer for sale
(the `Offer`) by GUS Holdings B.V., a company incorporated in Eindhoven,
Netherlands (the `Offeror`), a wholly-owned subsidiary of GUS plc, of ordinary
shares of one cent each in the issued share capital of Lewis (`Lewis shares`)
which comprises an offer to:
- institutional investors in South Africa;
- the private clients of Investec Securities Limited in South Africa; and
- selected institutional investors in other jurisdictions to whom the Offer
is specifically addressed.
The full prospectus in respect of the Offer was issued on 14 September 2004.
Offer price and allocation
The offer price is R28.00 per Lewis share. At this price, Lewis will have a
market capitalisation of R2.8 billion. 39 999 999 Lewis shares have been
allocated to investors representing 40% of the issued share capital of Lewis.
The Offeror will retain a 60% stake in Lewis (assuming no exercise of the over-
allotment option), less those shares allocated to Lewis` employees under share
incentive schemes (up to 4 million shares, or 4% of the issued share capital of
Lewis).
Over-allotment
The Offeror has granted the underwriters a 30-day option of up to a maximum of 6
million Lewis shares (or 6% of the issued share capital of Lewis) on the same
terms and conditions as those applicable to the Lewis shares sold in the Offer,
to cover over-allotments.
Listing
It is expected that the 100,000,000 Lewis shares will be listed in the `General
Retailers` sector of the JSE lists under the abbreviated name `Lewis` and symbol
`LEW` with effect from 09h00 on Monday, 4 October 2004.
Bookrunner, underwriter, financial adviser and sponsor
UBS South Africa (Proprietary) Limited
Co-lead managers and underwriters
Cazenove South Africa (Proprietary) Limited
Investec Bank Limited
South African legal adviser to Lewis
Sonnenberg Hoffmann Galombik
Legal adviser to bookrunner
Werksmans Inc.
Auditors and reporting accountants
PricewaterhouseCoopers Inc.
Financial communications adviser to Lewis
Brunswick South Africa Limited
This announcement has been issued by, and is the sole responsibility of Lewis
Group Limited (`Lewis`). UBS South Africa (Proprietary) Limited and its
affiliates, Cazenove South Africa (Proprietary) Limited and its affiliates and
Investec Bank Limited are acting for GUS plc, the Offeror and Lewis in relation
to the partial initial public offer of Lewis and no-one else, and will not be
responsible to anyone other than GUS plc, the Offeror and Lewis for providing
the protections afforded to their respective clients or for providing advice in
relation to the partial initial public offer.
No offer or invitation to acquire shares of Lewis is being made by or in
connection with this announcement. Any such offer is made solely by means of
the prospectus which was issued on 14 September 2004 and any acquisition of
shares should be made on the basis of the information contained in such
prospectus. The value of shares can go down as well as up. Past performance is
not a guide to future performance. Potential investors should consult a
professional adviser as to the suitability of any offering for the individual
concerned.
This announcement is not for distribution, directly or indirectly, in or into
the United States. The securities referred to herein have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
Securities Act) and may not be offered or sold in the United States (as defined
in Regulation S under the Securities Act) absent registration or an exemption
from registration. No public offering of the shares has or will be made in the
United States.
Members of the public in the United Kingdom are not eligible to take part in the
Offer. In the United Kingdom this announcement, in so far as it constitutes an
invitation or inducement to participate in the Offer, is directed only at
persons who have professional experience in matters relating to investments who
fall within article 19(1) of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended) (the `Order`) or are persons
falling within article 49(1) of the Order (all such persons together being
referred to as `Relevant Persons`). This announcement, in so far as it
constitutes an invitation or inducement to participate in the Placing, must not
be acted on or relied on by persons who are not Relevant Persons. Any
investment or inducement activity in so far as relating to participation in the
Placing is available only to Relevant Persons and will be engaged in only with
Relevant Persons.
In jurisdictions outside of the Republic of South Africa the Offer is made only
to selected institutional investors to whom it was specifically addressed.
This announcement does not constitute an offer to sell, exchange or transfer any
securities of Lewis and has not and is not soliciting an offer to purchase,
exchange or transfer such securities in or from the United States, Canada,
Australia, Japan or any other jurisdiction where the dissemination of the
prospectus or the offer, sale, exchange or transfer is not permitted or fails to
conform to the laws of such jurisdiction or to any person or entity to whom it
is unlawful to make that offer, sale, exchange or transfer.
This announcement and the information contained herein are not for publication
or distribution to persons in the United States, Canada, Australia or Japan or
in any jurisdiction in which such publication or distribution is unlawful.
