Consol Holdings Limited announces its intention to float on the main board of the JSE
Consol Holdings Limited
(formerly Consol Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
JSE Share Code:CNH
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INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY
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CONSOL HOLDINGS LIMITED
INTENTION TO FLOAT ANNOUNCEMENT
5 APRIL 2018
CONSOL HOLDINGS LIMITED ANNOUNCES ITS INTENTION TO FLOAT ON THE MAIN BOARD OF
Consol Holdings Limited (the “Company”, the “Group” or “Consol”) has today announced its intention to
list its issued ordinary shares on the main board of the securities exchange operated by the JSE Limited
(the “JSE”), subject to market conditions and the requisite approvals by the JSE (the “Listing”). Consol
expects to be listed in the Industrials: Containers and Packaging sector of the JSE.
Consol is the leading glass packaging manufacturer in sub-Saharan Africa by manufacturing capacity,
providing glass packaging products to customers in a variety of industries including beer, wine, flavoured
alcoholic beverages, non-alcoholic beverages, spirits and food.
Consol has operations in South Africa, Kenya and Nigeria, and exports to 17 African jurisdictions in
aggregate. In addition, Consol is currently constructing a new facility in Ethiopia, which is expected to be
commissioned during the fourth quarter of 2018. As at 31 December 2017, the Group’s total manufacturing
capacity across sub-Saharan Africa included six manufacturing facilities and 13 furnaces capable of
producing output of approximately 932,000 tonnes of manufactured glass that can be sold (“Good Glass”)
Consol was previously listed on the JSE until 2007 when it was taken private by a consortium of private
equity investors, led by Brait Private Equity and including Old Mutual Private Equity, Sanlam Private Equity,
HarbourVest Partners and the management of Consol.
Mike Arnold, Chief Executive Officer of Consol said:
“As sub-Saharan Africa’s leading glass manufacturing and packaging company, our development
plans are for aggressive growth locally and through the rest of the African continent. We believe
that by combining our competitive advantage and technical ability with our exceptional level of
experience within the current committed leadership team, we can open up exciting opportunities to
create significant value for our future shareholders.”
The Group is headquartered in South Africa, where it has four glass manufacturing facilities, 11 glass
furnaces and 29 production lines. The Group operates two glass manufacturing facilities outside of South
Africa, one in Kenya and one in Nigeria, each with one glass furnace and two production lines. Consol
continually invests in its manufacturing facilities and believes that they are well-invested and comparable
with those of international glass packaging manufacturers.
The Group’s new facility in Ethiopia is expected to have an initial production rate of approximately 40,000
tonnes of Good Glass output per year (increasing to approximately 60,000 tonnes of Good Glass output
per year as the facility increases production to its installed capacity over a three-year period, based on
Consol’s major customers include leading beverage and food companies operating in Africa, such as
Anheuser-Busch InBev (following its acquisition of SABMiller), Diageo, Distell, East African Breweries,
Namibia Breweries, Heineken and Tiger Brands. Consol enjoys long-standing relationships with each of its
major customers. The Company benefits substantially from having its facilities located in close proximity to
its major customers and supplies of key raw materials.
Bruce MacRobert, Chairman of Consol said:
“Consol’s management and technical teams, which have strong backgrounds and operational
expertise in glass packaging, have consistently added value to the bottom line, while maintaining
quality standards, customer relations and technical innovations. This has translated into significant
earnings growth, established long-term supply arrangements with major customers and a local
operating model that has been shown to be capable of successful implementation in new operating
environments. This bodes well for the continued growth trajectory we envisage, and which the
capital raised from this exciting listing will expedite.”
Consol has made significant investments in its business that have contributed to consistent revenue growth.
For the six months ended 31 December 2017, Consol’s revenue and Adjusted EBITDA(See Note 1) were R3,717 million
and R936 million, respectively, compared to R3,447 million and R896 million, respectively, for the six
months ended 31 December 2016. For the financial year ended 30 June 2017, Consol’s revenue and
Adjusted EBITDA were R6,186 million and R1,613 million, respectively.
Mike Arnold added:
“Our operations outside of South Africa have enabled Consol to prove its core competencies in
new markets, and investigate fresh opportunities in emerging economies with no established glass
manufacturing and packaging facilities, but which have an increased demand for this premium
product. Our established long-term American and European technological contractual or business
relationships provide a distinctive competitive advantage that we are looking to replicate in other
Consol is targeting to use approximately R2.7 billion of the net proceeds of the Listing in order to strengthen
and deleverage its balance sheet. Additional Listing proceeds of an amount to be determined will be used
to repay a portion of the Group’s shareholder loans. The balance of the shareholder loans will be converted
to equity upon Listing. Certain existing shareholders may also sell additional shares for the purpose of
covering over-allotments of up to 15% of the total number of shares placed as part of the Listing.
(Note 1) The Group defines Adjusted EBITDA as profit/(loss) attributable to equity holders for the year before capital items, taxation, net finance expense,
depreciation and amortisation.
Merrill Lynch International (“BofA Merrill Lynch”), Goldman Sachs International (“Goldman Sachs”), Rand
Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and The Standard Bank of South Africa
Limited (“Standard Bank”) have been appointed as Joint Global Coordinators in relation to the Listing.
Linklaters and Webber Wentzel have been appointed as legal advisers to the Company. Allen & Overy has
been appointed as legal advisers to the Joint Global Coordinators.
More information on Consol is available on the Group’s website (www.consol.co.za).
5 April 2018
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Mike Arnold Tel: +27 (11) 874 0000
Julian Gwillim Tel: +27 (11) 880 0037
NOTES TO EDITORS
Consol believes that the following key strengths contribute to its success and distinguish it from its
1. Market leader in the highly attractive glass packaging industry
Senior management believes that Consol is the largest glass manufacturer in sub-Saharan Africa,
enabling it to benefit from economies of scale. As at 31 December 2017, the Group’s total
manufacturing capacity across sub-Saharan Africa included six manufacturing facilities in three
countries and 13 furnaces capable of producing approximately 932,000 tonnes of Good Glass per
year. As the market leader in its largest market, South Africa, Consol is well-positioned to take
advantage of attractive dynamics in the glass packaging industry. The glass packaging industry in
Africa is a consolidated environment with relatively high barriers to entry. In South Africa, Kenya and
Nigeria, demand is largely being met by a small number of incumbent glass packaging
manufacturers, including Consol. In Ethiopia, glass packaging is primarily imported, while in the Rest
of Africa, there are a number of glass packaging markets where other international glass packaging
manufacturers are not established, creating opportunities for Consol to gain market share.
Consol believes that the significant scale and the positioning of its manufacturing operations in close
proximity to its customers, raw material supplies and energy inputs, as well as its flexible, customer-
centric business strategy, would be expensive to replicate and are important to the Group’s
competitive advantage. Licensing and construction of new glass manufacturing facilities typically
takes up to 36 months and there are limited brownfield opportunities in the market. New entrants also
need to achieve high utilisation rates quickly in order to cover high fixed costs. Furthermore, Consol
has long-standing relationships with its major customers that are characterised by multi-year supply
arrangements, significant volume requirements and standardised product offerings, as well as a track
record of operational competence and skill, creating additional barriers to entry to the glass market.
In 2016, Consol extended until 2026 the technology and licensing agreement it has had in place
since 1985 with Owens-Illinois, a leading global glass packaging company widely recognised for its
technological leadership. This agreement grants Consol the right to use Owens-Illinois’ technology,
equipment and operational know-how in South Africa and visit Owens-Illinois’ manufacturing and
research and development facilities to benchmark its own facilities in support of Consol’s product
and process development. This know-how, coupled with Consol’s operational strengths and
experience, has proven to be important in order for Consol to leverage its competitive advantage
across its facilities.
2. Good consumer markets with long-term growth trends
The South African glass packaging market is a growing and consumer-driven market that is
supported by the alcoholic beverage industry. The market has strong fundamentals, with growth
underpinned by a customer preference for glass packaging due to its image as a premium packaging
product and its functional properties. Consol believes that expected volume growth in the beer,
flavoured alcoholic beverages (“Alcobevs”) and wine markets in South Africa should drive growth in
the glass packaging market and expects glass volumes in the South African market to grow annually
by 3% to 4% on average. As a result, Consol believes that South Africa is a robust base upon which
it can achieve further scale as the economy returns to growth.
Consol also believes that the Group is well-positioned to take advantage of growth opportunities in
the Rest of Africa by expanding into high-growth markets on the continent. Growth trends in Africa,
particularly changing consumer dynamics, are driving glass packaging demand. In the medium to
long term, Consol intends to continue its expansion into those African markets where the middle class
is growing alongside increases in population, gross domestic product per capita, living standards and
disposable income, all of which are expected to increase demand for beverages packaged in glass.
Senior Management believes that historically low levels of per capita beverage and glass container
consumption in these markets combined with increased consumer demand, including growth in the
middle class and a youthful population, create opportunities for volume expansion, particularly in the
beer and other Alcobev markets.
Furthermore, as the level of disposable income in certain African countries increases, some
consumers “trade up” from returnable to non-returnable glass containers. Returnable beer bottles
are widely used across Africa, especially amongst demographics in which disposable income is low.
Consol’s customers can use returnable glass containers approximately 20-30 times before the bottles
must be recycled, allowing them to deliver their products at a cheaper cost to the consumer than
non-returnable glass containers. However, as economic conditions improve and consumers acquire
more disposable income, they are typically willing to pay more for premium products that are more
likely to be packaged in non-returnable glass. Senior Management believes that the shift towards
consumption of perceived “premium” products (“premiumisation”) and the increasing consumption of
beer from legal vendors, as opposed to illicit sources, may see consumers “trade up” from returnable
to non-returnable glass bottles.
3. Consol’s wide product offering and value proposition drive differentiation and competitive
Consol has a well-invested and up-to-date asset base that underpins its competitive advantage.
Glass production is a capital-intensive business as a result of the processes and technologies it
employs. The Group has invested significantly in its manufacturing facilities. Consol currently has six
manufacturing sites (with the seventh being constructed in Ethiopia), each of which are located in
close proximity to its major customers, raw materials and energy inputs. Consol’s facilities rely on a
mixture of American (Owens-Illinois) and European (Emhart, Tiama and SORG) technology that has
helped the Group to maintain its position as a premium glass packaging manufacturer. Consol’s
manufacturing footprint can produce quantities as low as 150,000 units or more than 400 million units
per year for a single bottle design or glass colour. Additionally, Consol’s proprietary production
software gives it the flexibility to allocate production between facilities, furnaces and production lines
and limit job and colour changes and downtime in order to improve production efficiency and reduce
cost. Consol’s production flexibility also allows it to plan capital expenditure in line with market
demand. The Group’s asset base has large brownfield capacity potential that should enable Consol
to scale its operations when required to do so in the future.
Complementing its asset base, Consol has strong operational capabilities and competencies that are
key to delivering its value proposition. The Group has updated its facilities and technology over the
last decade to meet the increasingly complex and sophisticated product and supply chain
requirements of its customers. Consol offers a product portfolio of more than 1,000 stock keeping
units (“SKUs”) (as at 31 December 2017).
In order to strengthen the delivery of its value proposition, Consol has vertically integrated into silica
sand mining in South Africa and Kenya, which has allowed it to reduce its supply risk for silica sand
in those countries. The Group has two mining operations in South Africa and a smaller mining
operation in Kenya from which it supplied approximately 68% of its South African requirements and
100% of its Kenyan requirements, respectively, for silica sand for the 2017 financial year.
4. Long-standing relationships with market-leading customers
Consol has built long-term relationships with international, national, regional and local customers.
Many of these customer relationships benefit from multi-year supply arrangements, with typical
durations of between two to five years. For the 2017 financial year, Consol’s top five customers
accounted for 68% of its total revenues and Consol had arrangements to supply approximately 78%
of the total volumes required by these customers. Consol supplies glass packaging products to
leading beverage and food companies in the markets in which it operates, including Anheuser-Busch
InBev (following its acquisition of SABMiller), Diageo, Distell, Heineken, Namibian Breweries and
Tiger Brands, each of which has had a relationship with Consol for over 10 years. Senior
Management believes that Consol has achieved its long-standing customer relationships by
providing its customers with reliable supplies of quality products at competitive prices and that its
quality, technical expertise and innovation drive value enhancement and reduce costs for its
customers. The Group actively seeks to support its international and local customers throughout
Africa and intends over the medium to long term to expand into other African jurisdictions where
demographic and economic trends are driving customer demand for glass packaging.
5. Track record of attractive growth and industry-leading margins
Consol has a track record of revenue growth. For the six months ended 31 December 2017, revenue
increased by R270 million, compared to the six months ended 31 December 2016, following growth
of R658 million between the 2017 and 2015 financial years. Consol’s pricing and cost discipline
maintain margins that have remained above average compared to those of peer glass packaging
manufacturers in a challenging economic environment. The Group benefits from operating leverage
as it increases volumes over its fixed cost base. Consol is able to maintain its market share and its
established position in the beverage and food industry as a result of the high barriers to entry in the
glass packaging market. Furthermore, Consol’s ability to proactively manage its capital expenditures
has allowed it to maintain a resilient level of cash generation, even during periods of a
6. An experienced and established management team
Consol’s management team consists of experienced professionals with strong backgrounds and
operational expertise in glass packaging. Technical expertise, know-how, bottle making experience
and integrated supply chain management competencies are essential for success in the glass
7. Strong growth potential through expansion within existing markets and high-growth African
Senior Management believes that Consol is well-positioned to increase its revenue and operating
leverage within South Africa and to grow its operations both organically and through M&A, over the
medium to long-term in the Rest of Africa. Consol’s Bellville, Clayville and Nigel facilities in South
Africa afford the Group the ability to carry out brownfield expansions to take advantage of South
African growth. The facility currently under construction in Ethiopia is expected to have a production
capacity of 40,000 tonnes per year once commissioned. In addition to expansion through
acquisitions, Senior Management believes there may be additional greenfield investment
opportunities in other underpenetrated African markets with significant growth potential. Consol takes
a disciplined approach to acquisitions and investments in Africa, and as the largest glass
manufacturer in sub-Saharan Africa, believes it has the potential to drive consolidation in the sub-
Saharan glass packaging industry. Senior Management prioritises markets in which it believes
Consol can ultimately achieve a long-term internal rate of return (“IRR”) of 20% per year. It also
targets markets in which it believes economies of scale can be achieved that enable Consol to
become a market leader.
Consol’s acquisitions of Glassforce and CGK demonstrate that it has the ability to execute on
transaction opportunities in the rest of Africa. Furthermore, the acquisition of CGK is indicative of a
larger opportunity for Consol to secure glass manufacturing operations from brewers that are looking
to dispose of manufacturing operations. The Group has completed the integrations of Glassforce and
CGK while growing its revenue. In the six months ended 31 December 2017, Consol’s Rest of Africa
segment, which comprises Glassforce, CGK and Juniper (not yet operational), contributed 7.1% to
its total revenue during the period. Consol is focused on building on its track record of successful
M&A to enhance the growth profile of investments and realise synergies with, and increase the
margins of, acquired businesses.
Consol’s ambition is to be the first choice for glass packaging supply in Africa. To achieve this, Consol has
a three-pronged growth strategy to take advantage of what it considers to be promising African markets:
(i) maintaining its market positions in South Africa, Kenya and Nigeria by strengthening its competitive
position through brownfield and greenfield investments;
(ii) executing on its recent greenfield investment in the Ethiopian market; and
(iii) pursuing opportunities in the medium to long term in under-penetrated glass packaging markets with
significant growth potential in the Rest of Africa through greenfield investments and M&A.
To deliver this strategy, the Group has developed four key strategic focus areas, which are as follows:
• Continue to drive profitable growth in the South African market and benefit from operating
The Group intends to leverage its leading market position in South Africa to continue to enhance its
profitability and improve its South African Adjusted EBITDA margins as it pursues growth, and
benefits from operating leverage, with a target Adjusted EBITDA margin of 26% to 28% over the
medium-term. Consol believes that its strong market share in South Africa will allow it to benefit from
the local market’s volume growth potential of approximately 3% to 4% per year from 2017 to 2021.
• Continue to actively market Consol glass as the superior packaging choice
Consol will continue to invest in its marketing strategy to encourage its customers to use glass and
to increase consumer demand for glass. Consol advertises to create demand and promote glass as
the packaging of choice for consumers by highlighting the unique functional benefits of glass as well
as its superior quality, environmental and health properties.
• Value chain optimisation
Consol is focused on identifying additional cost and operational efficiencies and benefiting from
operational leverage as the Group recovers its fixed cost base with larger production volumes. The
Group’s fixed costs are largely driven by inflation, although they are also impacted by specific
changes in the price of electricity and fuel. Consol expects to benefit from operating leverage in its
business and its goal is to maintain industry-leading margins in South Africa and improve margins in
its operational Rest of Africa businesses to the levels of those in South Africa over the medium-term.
• Gain further scale and enhance growth potential through value accretive investments in the
Rest of Africa
Consol aims to continue to grow its revenue and profits by expanding through brownfield and
greenfield investments, as well as, over the medium and long-term, acquisitions into high-growth
potential markets in the Rest of Africa, including Angola, Egypt and Tanzania. Following its investment
in Juniper Glass, the Group is currently focused on the construction and development of its greenfield
facility in Ethiopia, which Senior Management expects will commence operations during the fourth
quarter of 2018. In the medium-term, Consol intends to continue to use its South African operations
as a platform from which it can increase the number of adjacent markets and African jurisdictions to
which it currently exports.
Consol is targeting to use approximately R2.7 billion of the net proceeds of the Listing to strengthen and
deleverage its balance sheet. Additional Listing proceeds, of an amount to be determined, will be used to
repay a portion of the Group’s shareholder loans. The balance of the shareholder loans will be converted
to equity upon Listing. Certain existing shareholders may also sell additional shares for the purpose of
covering over-allotments of up to 15% of the total number of shares placed as part of the Listing.
The Listing is intended to:
• raise equity capital to strengthen Consol’s balance sheet and assist Consol in pursuing its growth
• simplify the capital structure of the Group;
• enable long-term shareholders to realise a portion of their investment in the Company through the
repayment of shareholder loans;
• provide the company with greater access to capital markets;
• provide shareholders with a liquid public market on which to trade their Ordinary Shares; and
• enable Consol to use listed securities to pursue its growth strategy and acquisition opportunities, to
the extent required.
A pre-listing statement, including full details of the offer to be implemented in connection with the Listing by
way of a private placement (the "Offer"), will be made available in due course. The Offer will not be open to
Major ordinary shareholders
The major ordinary shareholders of Consol prior to the Listing are detailed below:
Shareholder name % of ordinary shares held
Brait Private Equity 29.7
Old Mutual Private Equity 22.8
Sanlam Private Equity 12.1
Sphere Holdings 10.0
HarbourVest Partners 9.8
Public Investment Corporation 7.5
The amount, timing and frequency of future distributions will be at the sole discretion of the Board.
The Group has a target dividend pay-out ratio of 50% with the expectation that this will be paid through an
interim dividend and a final dividend comprising one-third and two-thirds of the total dividend, respectively.
No dividend will be paid on the results for the financial year ending on 30 June 2018.
The contents of this announcement have been prepared by and are the sole responsibility of Consol.
The information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication, distribution or release, in whole or in part, 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), Canada, Japan, Australia or any other jurisdiction where it may be unlawful to
distribute this announcement. The distribution of this announcement may be subject to specific legal or
regulatory restrictions 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. The Company assumes no responsibility in the event there is a violation by any person of such
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, Canada, Japan, Australia or in any jurisdiction to whom or
in which such offer, solicitation or sale would be unlawful. 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 pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Shares have not been, and will not be, registered
under the Securities Act or under the applicable securities laws of Canada, Japan or Australia. Subject to
certain exceptions, the Shares referred to herein may not be offered or sold in Canada, Japan or Australia
or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or Australia. There
will be no public offer of securities in the United States, Canada, Japan and Australia.
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, No. 71 of 2008 (as amended) or otherwise (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. These materials do not constitute a prospectus
registered and/or issued in terms of the South African Companies Act.
This announcement is not a prospectus and the Offer referred to herein will not be open to the public.
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.
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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
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information in this announcement is subject to change. Before subscribing for or purchasing any Shares,
persons viewing this announcement should ensure that they fully understand and accept the risks which
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the 30th calendar day after the commencement of conditional trading of the Shares on the JSE main board.
Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all
dividends and other distributions declared, made or paid on the Shares, will be purchased on the same
terms and conditions as the Shares being issued or sold in the Offering and will form a single class for all
purposes with the other Shares.
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
Information to Distributors: Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes
of the Product Governance Requirements) may otherwise have with respect thereto, the securities the
subject of the Offer have been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities
may decline and investors could lose all or part of their investment; the securities offer no guaranteed
income and no capital protection; and an investment in the securities is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank will only procure investors who
meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the securities. Each distributor is responsible for
undertaking its own target market assessment in respect of the securities and determining appropriate
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