To view the PDF file, sign up for a MySharenet subscription.

DIS-CHEM PHARMACIES LIMITED - Announcement in relation to an accelerated bookbuild

Release Date: 11/12/2017 17:45
Code(s): DCP     PDF:  
Wrap Text
Announcement in relation to an accelerated bookbuild

DIS-CHEM PHARMACIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/009766/06)
JSE share code: DCP
ISIN: ZAE000227831
(“Dis-Chem”)

ANNOUNCEMENT IN RELATION TO AN ACCELERATED BOOKBUILD

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL TO DO SO.

Members of Dis-Chem’s senior management team, Ivan Saltzman, Stan Goetsch and Niall Hegarty
(together the “Selling Shareholders”), have elected to sell a portion of their current shareholding
through their respective shareholding vehicles, Ivlyn Proprietary Limited (“Ivlyn”), Stansh Proprietary
Limited (“Stansh”) and Niajul Proprietary Limited (“Niajul”). Subject to acceptable pricing being
achieved, Ivlyn, Stansh and Niajul will sell up to 3,000,000, 20,000,000 and 8,000,000 Dis-Chem
ordinary shares, respectively (“Bookbuild Shares”) via an accelerated bookbuild offering (the
“Bookbuild”). Assuming such sale, Ivan Saltzman, Stan Goetsch and Niall Hegarty will own
approximately 52.8%, 6.0% and 3.2% respectively of Dis-Chem’s issued share capital. The Selling
Shareholders have agreed to a lock up of 90 days on their remaining holdings, subject to customary
exceptions.

The Bookbuild is being offered to qualifying investors only (as set out in greater detail in the disclaimer
below) and will not be offered to the public in any jurisdiction.

Pricing and allocations will be announced as soon as is reasonably practicable following the closing of
the Bookbuild.

The Bookbuild of up to 31,0000,000 Bookbuild Shares is now open and the Selling Shareholders
reserve the right to close it at any time.

Participation in the Bookbuild is reserved for invited investors only and subject to the terms and
conditions provided to the invited investors.


Pursuant to a placement agreement entered into with the Selling Shareholders; Investec Bank Limited,
Goldman Sachs International and The Standard Bank of South Africa Limited, are acting as joint
bookrunners (the “Joint Bookrunners”) in relation to the Bookbuild.


Midrand
Monday, 11 December 2017

Joint Bookrunner
Investec Bank Limited

Joint Bookrunner
Goldman Sachs International

Joint Bookrunner and sole transaction sponsor
The Standard Bank of South Africa Limited

International legal counsel to Dis-Chem
Freshfields Bruckhaus Deringer LLP

South African legal counsel to Dis-Chem
Bowman Gilfillan Inc


DISCLAIMER

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR ANY OTHER
JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.

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 to whom or in which such offer or solicitation is unlawful. The Bookbuild may not be
offered to the public in any jurisdiction in circumstances which would require the preparation or
registration of any offering document relating to the Bookbuild in such jurisdiction. The securities
referred to herein (the “Shares”) may not be offered or sold in the United States unless registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction
exempt from, or not subject to, the registration requirements of the Securities Act. The Bookbuild is
being offered and sold in the United States only to a limited number of “qualified institutional buyers”
(“QIBs”) in reliance on Rule 144A under the Securities Act or another exemption from, or transaction
not subject to, the registration requirements of the Securities Act, and are being sold outside the
United States in offshore transactions in accordance with Regulation S under the Securities Act. The
Bookbuild may not be offered to the public in the United States. The offer and sale of the Shares has
not been, and will not be, registered under the Securities Act or under the applicable securities laws
of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada or Japan. There will be no public offer of Shares in the United
States, Canada, Australia and Japan.

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for Shares in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
South African Companies Act, 2008 (“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. This announcement does not, nor is it intended to constitute a
“registered prospectus” as contemplated in the South African Companies Act.
In South Africa the Bookbuild will not be an offer to the public as defined in the South African
Companies Act and only (i) persons falling within the exemptions set out in section 96(1)(a) or (ii)
persons who subscribe, as principal, for shares at a total contemplated acquisition cost equal to or
greater than R1 000, 000, as envisaged in section 96(1)(b), of the South African Companies Act, and in
each case to whom any offer to participate in the Bookbuild is specifically addressed (all such persons
in (i) and (ii) being referred to as “relevant persons”), will be entitled to apply for Shares in the
Bookbuild. 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 any offering document relating to the Bookbuild.


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.


Each of Goldman Sachs, Investec and Standard Bank is acting exclusively for the Selling Shareholders
and no-one else in connection with the Bookbuild. They will not regard any other person as their
respective clients in relation to the Bookbuild and will not be responsible to anyone other than the
Selling Shareholders for providing the protections afforded to their respective clients, nor for
providing advice in relation to the Bookbuild, the contents of this announcement or any transaction,
arrangement or other matter referred to herein. Goldman Sachs is authorized by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom.

None of Goldman Sachs, Investec and Standard Bank or any of their respective directors, officers,
employees, advisers or agents makes any representation or warranty, express or implied, as to the
accuracy, completeness or verification of the information set forth in this announcement, and nothing
contained in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. None of Goldman Sachs, Investec and Standard Bank or
any of their respective directors, officers, employees, advisers or agents accepts any responsibility for
its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they might otherwise be found to have in respect of this
announcement or any such statement.

Date: 11/12/2017 05:45:00 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.

Share This Story