Pre-Listing Statement Sagarmatha Technologies Limited – Pre-Listing Statement
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Sagarmatha Technologies Limited (formerly African Technology and Media Holdings Proprietary Limited) (Incorporated in South Africa) (Registration number 2013/181904/06) JSE share code: SGT ISIN: ZAE000252334 (“Sagarmatha Technologies” or “the Company”) PRE-LISTING STATEMENT SAGARMATHA TECHNOLOGIES LIMITED – PRE-LISTING STATEMENT SAGARMATHA The definitions and interpretations commencing on page 10 of this Pre-listing Statement apply to this entire document, including this cover page, unless otherwise stated or the context clearly indicates otherwise. This Pre-listing Statement relates to a private placement by way of an offer for subscription by Sagarmatha Technologies, subject to certain conditions, to (i) selected persons in South Africa who fall within one of the specified categories listed in section 96(1)(a) of the Companies Act, 71 of 2008, as amended and (ii) selected persons in South Africa, acting as principal, acquiring Shares for a total acquisition cost of R1 000 000 or more, as contemplated in section 96(1)(b) of the Companies Act, to whom the Private Placement will specifically be addressed, and only by whom the Private Placement will be capable of acceptance, of up to 189 298 334 Shares, at a Placement Price of R39,62 per Share equating to a maximum capital raise of R7.5 billion and comprising an aggregate of up to 15.6 per cent of the total issued Shares at Listing net of 40 000 000 treasury shares. The Private Placement and the relevant information that pertains to such Private Placement in respect of each class of Invited Investor is combined in this Pre-listing Statement for the sake of convenience only. There shall neither be an over-allotment of Shares in terms of the Private Placement, nor will there be any stabilisation activity. This Pre-listing Statement is not and shall not constitute an offer or an invitation or solicitation to the public to acquire Private Placement Shares in any jurisdiction. It is issued in compliance with the Listings Requirements for the purpose of providing information regarding Sagarmatha Technologies to selected persons in South Africa only, and the listing of up to 1 214 718 441 Shares in the “Media” sector (sub-sector: Broadcasting and Entertainment) on the Main Board of the JSE, as further detailed in this Pre-listing Statement. Immediately prior to the Private Placement and Listing, and assuming that the Acquisitions are implemented: • the authorised shares of Sagarmatha Technologies will comprise 10 000 000 000 Shares; and • the issued shares of Sagarmatha Technologies will comprise 1 025 420 107 Shares, inclusive of 40 000 000 treasury shares. After Listing and assuming that the Acquisitions are implemented and the Private Placement is fully subscribed: • the authorised shares of Sagarmatha Technologies will comprise 10 000 000 000 Shares; and • the issued shares of Sagarmatha Technologies will comprise 1 214 718 441 Shares, inclusive of 40 000 000 treasury shares. On Listing and thereafter, all Shares will rank pari passu in respect of all rights. Shares will be issued in dematerialised form only. No certificated Shares will be placed or issued on Listing. There will be no fractions of Shares offered in terms of the Private Placement. The Private Placement will not be underwritten. The anticipated market capitalisation of the Company will be approximately R49.7 billion, based on 1 253 433 280 Shares in issue (net of 40 000 000 treasury shares) at a Placement Price of R39.62 per Private Placement Share. The JSE has granted Sagarmatha Technologies approval for a listing of up to 1 214 718 441 Shares in the “Media” sector (sub-sector: Broadcasting and Entertainment) on the Main Board of the JSE, with effect from the commencement of trade on Friday, 6 April 2018, under the abbreviated name: “Sagarmath”, JSE share code: “SGT” and ISIN: ZAE000252334, subject to the fulfilment of the conditions referred to in paragraph 16.2 and 18 of this Pre-listing Statement, namely the Company having satisfied the Listings Requirements regarding the spread of public shareholders, being a minimum of 20% of the issued Shares of the Company being held by public shareholders, the Company achieving a minimum subscription on Listing of R3 billion and to the publication of the reviewed provisional financial statements of Sagarmatha Technologies for the year ended 31 December 2017 on SENS prior to the Listing Date. If the Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against the Company, the Sponsor, Legal advisor, Reporting accountants, Independent Expert or any other third party, their respective affiliates or any other person as a result of the failure of any condition. The Directors, whose names are set out on page 34 of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that they have made all reasonable enquiries to ascertain such facts and that this Pre-listing Statement contains all information required by the JSE Listings Requirements. The facts and views contained in the Pre-listing Statement have not been verified by the Reporting accountants, Sponsor, Legal advisor, Independent Expert or any other third party. In addition, please refer to Annexure 21 which annexure details the risk factors with regard to the Private Placement. Each of the Sponsor, Reporting accountants and auditors, Legal advisor, Independent Expert, company secretary, transfer secretaries and bankers whose names are included in this Pre-listing Statement have consented in writing to the inclusion of their names in the capacity stated and, where applicable, to their reports being included in this Pre-listing Statement, and have not withdrawn such consent prior to publication of this Pre-listing Statement. An abridged version of this Pre-listing Statement will be published on SENS on Wednesday, 28 March 2018 and in the press on Thursday, 29 March 2018. Sponsor and Transaction Advisor Reporting accountant Legal advisor Independent Expert 00D ATTORNEYS VALUATION PARTNERS Date of issue of the Pre-listing Statement: Wednesday, 28 March 2018 This Pre-listing Statement is available in English only. Copies of this Pre-listing Statement are available on the Company’s website at www.sagarmathatech.com and may also be obtained from the Company and the Sponsor at the addresses set out in the Corporate Information section of this Pre-listing Statement during normal office hours from Wednesday, 28 March 2018 to Friday, 6 April 2018. CORPORATE INFORMATION Registered office and postal address of the Company Legal Advisor Sagarmatha Technologies Limited TGR Attorneys (Registration number 2013/181904/06) 6th Floor, Vdara 10th Floor, Convention Tower 41 Rivonia Road Heerengracht Sandhurst Foreshore, 8001 Sandton, 2196 (PO Box 56, Cape Town, 8000) (PO Box 782352, Sandton, 2146) Capital raiser Sponsor and Transaction Advisor 3 Laws Capital South Africa Proprietary Limited Vunani Capital Proprietary Limited (Registration number 2008/005223/07) 3rd Floor Wesbank Centre 4th Floor, Claremont Central 9 Long Street 8 Vineyard Road, Claremont, 7700 Cape Town, 8000 (PO Box 2679, Clareinch, 7740) (PO Box 2883 Cape Town 8000) Independent reporting accountants and auditors Transfer Secretaries BDO Cape Inc Link Market Services South African Proprietary Limited (Registration number 2010/016246/07) 19 Ameshoff Road 6th Floor, 123 Hertzog Boulevard Johannesburg, 2001 Cape Town, 8001 (PO Box 4844, Johannesburg, 2000) (PO Box 2275, Cape Town, 8000) Bankers Independent Expert Standard Bank of South Africa Limited Redwood Valuation Partners LLC Heerengracht 771 Lakeview Way Foreshore, 8001 Emerald Hills Cape Town California 94062 United States of America Company Secretary Fredelaine Elna Cindy Brand 10th Floor, Convention Tower Heerengracht Foreshore, 8001 (PO Box 56, Cape Town, 8000) Date and place of incorporation of the Company: Wednesday, 2 October 2013, South Africa 1 NOTICES LAST PRACTICABLE DATE Unless the context clearly indicates otherwise, all information provided in this Pre-listing Statement is provided as at the Last Practicable Date. SPECIAL NOTE WITH REGARD TO THE PRIVATE PLACEMENT The distribution of this Pre-listing Statement and the making of offers for subscription may be restricted by law. It is the responsibility of any person into whose possession this Pre-listing Statement comes to inform themselves about and observe any such restrictions. Any failure to comply with any of those restrictions may constitute a violation of the applicable laws or regulations of certain jurisdictions. This Pre-listing Statement does not constitute an offer of, or an invitation to acquire or subscribe for, any of the Private Placement Shares in any jurisdiction in which such offer, subscription or purchase would be unlawful or require further action for such purpose. In making an investment decision, each investor must rely on its own examination, analysis and enquiry of Sagarmatha Technologies, the Private Placement Shares and the terms and conditions of the Private Placement, including the merits and the risks involved. Prospective investors should not treat the contents of this Pre-listing Statement as advice relating to legal, taxation, investment or any other matters and should consult their own professional