| Mon 13 Nov 2006, 17:39 | | Celcom - Pre-Listing Statement |
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JSE
CEL
Celcom - Pre-Listing Statement
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL & ISIN: ZAE000087490
("Celcom Group" or "the company")
PRE-LISTING STATEMENT
This pre-listing statement is not an invitation to the public to subscribe
for shares in Celcom Group, but is issued in compliance with the JSE
Listings Requirements for information purposes only. The information in
this pre-listing statement has been extracted from a full prospectus issued
by Celcom Group on 13 November 2006 ("the prospectus"), which is available
as set out below.
At the date of listing, the ordinary share capital of Celcom Group
comprises 8,000,000,000 authorised ordinary shares at a par value of
0,00001 cent each and an issued share capital of 204,609,300 shares.
1. INTRODUCTION
The Celcom Group operates in the information and communications
technology industry, with a focus on mobile communications and related
markets.
As a "Proudly South African" company, Celcom Group is approximately
20% owned by an empowerment consortium, which includes a women"s
investment company associated with a number of social projects and
charities, and individual members such as Marcel Golding, current
acting CE of e-TV and Franklin Sonn, former ambassador to the USA, who
are capable of assisting Celcom Group to enhance and expand its client
relationships. Further, Stefano Brachini and Luca Brachini, Chief
Executive Officer and Managing Director of Celcom Group respectively,
have undertaken to place 6,600,000 shares with a suitable empowerment
partner to increase the empowerment ownership to approximately 22.5%.
2. THE GROUP STRUCTURE
The operating companies within the Celcom Group are as detailed below.
Shareholding
Celcom (Proprietary) Limited ("Celcom") 100%
Virtual Payment Solutions (Proprietary) Limited 100%
("VPS")
Machine Logistics (Proprietary) Limited ("Machine 100%
Logistics")
Go Mobile (Proprietary) Limited ("Go Mobile") 100%
V Cellular Stores (Proprietary) Limited ("V 100%
Cellular Stores")
3. NATURE OF THE BUSINESS
The business conducted by Celcom Group was founded in 1994 as a
cellphone accessories business. In 2003 the group began diversifying
its income streams by capitalising on horizontal and vertical
integration opportunities within the mobile telecommunications
industry. In addition to organic growth in its cellphone accessory
business, the group has acquired and developed specialised
telecommunications businesses. The group now comprises:
3.1 Celcom
Celcom is a long-established, market-dominant cellular telephone
accessories company in Southern Africa and has business
relationships with all three network operators. Supply of
accessories extends to countries in Africa serviced by these
networks. Celcom has developed efficient outsourced distribution
channels and provides optimal turnaround times on deliveries.
Its dedication to quality and reputation for reliability has,
inter alia, helped Celcom achieve:
* "Exclusive Packaging Partner Status" with Nokia, Motorola and
Samsung, giving it the right in respect of original accessories
and equipment to import in bulk, package locally and distribute
to wholesale and retail markets; and
* "Preferred Supplier Status" with Vodacom Service Provider Company
and MTN Service Provider Company.
Celcom began supplying hands-free car kits and the lower value
cellular telephone enhancements such as telephone pouches and portable
hands free kits and has grown its range to now supply high-end data
and voice enhancements such as digital pens and blue tooth car kits.
The company"s range of products will continue to evolve to take
advantage of the "data-delivery" revolution sweeping the industry.
3.2 VPS
VPS owns and exploits intellectual property constituting a broad-
use electronic payment mechanism. VPS acts as an intermediary
between the network operators and the retailer of airtime and
earns switching and/or transaction fees.
Amongst other blue-chip clients, VPS is contracted with Shell and
other petroleum companies to procure and deliver prepaid airtime
for all three cellular networks to all of their service station
stores.
VPS is also in partnership with one of the major retail banks
regarding access to its credit card terminals, initially for the
sale of prepaid airtime with the ultimate goal of selling all
numbers-based tokens via this system.
Its platform can be expanded from the current delivery of prepaid
airtime to the likes of loyalty and rewards programmes, Eskom
prepaid electricity, money transfers and tickets for buses,
concerts, soccer games and movies etc.
3.3 Go Mobile
Go Mobile was established in March 2005 to target small to medium
enterprises ("SMEs"), which have traditionally been neglected by
the larger mobile communications service providers, with
efficient and value add services relating to mobile phone
upgrades, call time package selection and data delivery
enhancements. The advent of mobile number portability should see
strong growth in new connections.
Go Mobile also provides community telephone services to
historically disadvantaged individuals, which enables them to
provide public payphone services in their communities. There is
considerable demand for these services in rural areas which are
largely under-serviced in respect of telecommunication activity.
3.4 Machine Logistics
Machine Logistics has recently been established to compete in the
technology-oriented field of machine-to-machine communication. It
has been appointed as agent for two of the leading global module
manufacturers and through these and other relationships will gain
increasing access to cutting-edge technology.
Real time transmission of data between machines will become
critical in numerous industries. For example, security companies
may transmit photos and video clips to cellphones as incidents
occur or a central server in the vending machine environment may
transmit data to head office in respect of items that are low or
out of stock, cash shortages and machine faults.
With the advent of 3G and Wimax as delivery mechanisms for data
over mobile networks, the executive of the Celcom Group has
identified machine-to-machine communications devices as a future
area of growth.
3.5 V Cellular Stores
V Cellular Stores affords Celcom Group exposure to the retail
franchise business model. It currently operates a chain of 13
Vodacom franchise outlets in Gauteng"s premier shopping nodes
such as Menlyn Shopping Centre, Centurion Mall, Westgate Shopping
Centre, Cresta Mall and Clearwater Mall.
The franchise structure was chosen by Vodacom as the premier
route to the market, and has grown to represent nearly 40% of
Vodacom"s gross postpaid contract business, 50% of the upgrade
business and 55% of the net growth in contract business. These
shops provide specialist assistance to all Vodacom Service
Provider subscribers, including new subscriber connections,
upgrading of existing service contracts and handsets, purchase of
Vodacom approved accessories, handset repair services and the
purchase of prepaid-airtime.
The establishment of V Cellular Stores has the added benefit of
bringing Blaise Sommerville, Nicholaos Aliferis and George
Aliferis into the group"s management team. This management team
has extensive cellular telephone and retail industry experience
spanning an aggregate 15 years amongst them.
4. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
The board of directors of the company are:
Director Age Position Qualificati Address
on
Marcel 46 Non- BA Hons Block B
Jonathan Executive Longkloof
Anthony Chairman Studios
Golding+ Darters Road
Gardens
8000
Stefano 37 Chief - 32 15th Street
Nello Executive Marlboro North
Arturo Officer
Brachini*
Luca 33 Managing - 32 15th Street
Mauro Director Marlboro North
Ettore
Brachini*
Colin 37 Financial CA (SA) 1st Floor,
Alexander Director MBL Unisa Peregrine House,
Brown* 6A Sandown
Village
Crescent,
Sandown
David 64 Non- BCom, BA, Ground Floor
Leon Executive CA (SA) Block E
Rose? Park Ridge
Office Park
Parktown
Phillip 60 Non- BA LLB 11 Biermann
Vallet? Executive Avenue
Rosebank
Franklin 68 Non- BA Hons, 1st Floor
Abraham Executive STD, FIAC 17 Termo Avenue
Sonn Techno Park
Stellenbosch
7600
* Executive
+ Chairman
? Independent
All directors are South African nationals.
The company secretary and registered office of the company are:
Colin Alexander Brown CA(SA)
4 5th Avenue, Edenburg
Sandton, 2196
(P O Box 2506, Rivonia, 2128)
5. THE PLACEMENT
The private placement will not be underwritten, and is not subject to
a minimum subscription being achieved.
Offer price per share (cents) 100
Number of shares offered in terms of 23 000 000
the private placement
Total capital to be raised before R23 000 000
expenses
Opening date of private placement Monday, 13 November
(09:00) 2006
Closing date of private placement Thursday, 16
(12:00) November 2006
Proposed listing date on AltX at Wednesday, 22
commencement of trade on November 2006
6. LISTING ON THE JSE
The JSE has approved the listing of 204,609,300 shares with effect
from the commencement of business on Wednesday, 22 November 2006
subject to meeting the shareholder spread requirements as contained in
the JSE Listings Requirements. The shares will trade under the
abbreviated name "Celcom" and the JSE code "CEL".
7. COPIES OF THE PROSPECTUS
Copies of the full prospectus, in English, may be obtained, at the
following addresses during normal business hours:
* the registered office of the company - 4 5th Avenue, Edenburg,
Sandton, 2196
* the offices of Java Capital (Pty) Limited - 2 Arnold Road,
Rosebank, 2196; or
* the offices of Computershare Investor Services 2004 (Pty) Limited
- Ground Floor, 70 Marshall Street, Johannesburg 2001.
Johannesburg
13 November 2006
Designated Advisor and legal Joint auditors and reporting
advisor accountants
Java Capital (Pty) Limited Moores Rowland Inc.
Attorneys to prospectus Joint auditors
Fluxmans Inc Tuffias Sandberg KSi
Corporate advisor
Beacham Capital Limited
Warning: The listing of the ordinary shares in the company is on the
Alternative Exchange ("AltX") of the JSE Limited ("JSE"). Investors are
advised of the risks of investing in a company listed on the AltX.
Investors are advised that the JSE does not guarantee the viability or the
success of a company listed on the AltX. In terms of the JSE Listings
Requirements a designated advisor has to be appointed and retained by the
company. The designated advisor is required to, inter alia, attend all
board meetings held by the company to ensure that all JSE Listing
Requirements and applicable regulations are complied with, approve the
financial director of the company and guide the company in a competent,
professional and impartial manner. If the company fails to retain the
designated advisor it must make arrangements to appoint a new designated
advisor within 10 business days, failing which the company faces suspension
of trading of its securities. If a designated advisor is not appointed
within 30 days of its suspension the company faces the termination of its
listing without the prospect of an appropriate offer to minority
shareholders.
Date: 13/11/2006 05:39:55 PM Produced by the JSE SENS Department
