Wrap Text
Launch Of An Accelerated Bookbuild Offering Of Pepkor Ordinary Shares And Update On Trading And Liquidity
PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
(“Pepkor”, the “Company” or the “Group”)
LAUNCH OF AN ACCELERATED BOOKBUILD OFFERING OF PEPKOR HOLDINGS LIMITED ORDINARY SHARES AND UPDATE ON TRADING AND LIQUIDITY
INTRODUCTION
Pepkor announces its intention to conduct a non pre-emptive placing of up to 172.5 million
ordinary shares in the authorised but unissued share capital of the Company
(the "Placement Shares") to certain institutional investors (the "Placement"), which
represents up to 4.95% of the Company's existing issued ordinary shares. The Placement
Shares will be issued by the Company under and in accordance with its existing general
authority to issue shares for cash, granted by shareholders at the annual general meeting of
the Company held on 11 March 2020.
The Placement is being conducted via an accelerated bookbuild process (the "Bookbuild"),
which will be launched immediately following this announcement.
Rand Merchant Bank, a division of FirstRand Bank Limited and Morgan Stanley & Co.
International Plc are acting as joint global coordinators and joint bookrunners of the Placement
(the “Bookrunners”).
RATIONALE AND USE OF PROCEEDS
While Pepkor's trading following the relaxation of lockdown measures in South Africa on
1 May 2020 has exceeded expectations, the duration and evolution of COVID-19, and the
related impact on the economy and the Group’s trading in the near to medium term remains
uncertain.
Pepkor is continuously assessing various scenarios to ensure that it takes the appropriate
financial and operational actions to reduce costs, conserve cash, access liquidity and improve
flexibility in its capital structure during these unprecedented times.
Key short-term interventions implemented by management to protect the business have
included:
- reduced operating expenditure;
- reduced capital expenditure;
- significantly curtailed credit granting with a focus on collections; and
- suspension of the dividend payment for the current year.
The proceeds from the Placement will be used specifically to:
- reduce Pepkor’s current gearing level to move towards its stated target of 1 times net debt-
to-EBITDA. As of March 2020, the Company’s gearing ratio is 1.7 times;
- support securing of the business against the current and future uncertainties from both a
macro and economic perspective; and
- provide investors with an opportunity to invest in the future growth and success of Pepkor.
The Placement is a precautionary measure to strengthen Pepkor’s financial flexibility and
liquidity position in the light of the continuing COVID-19 pandemic and resulting
macro-economic pressure. In addition to other cash-saving initiatives already undertaken by
the Group, the Placement will help Pepkor to further enhance the liquidity profile and increase
resilience of its balance sheet, should a more negative macro-economic scenario realise.
UPDATE ON TRADING ENVIRONMENT SINCE MAY 2020
The trading performance reported below comprise like-for-like sales growth for the last four
trading weeks of May 2020, following the relaxation of lockdown measures on 1 May 2020,
and the first three trading weeks of June 2020, unless otherwise stated.
The sales momentum reported for the three trading weeks in May during Pepkor’s interim
results presentation on 27 May 2020 continued into the fourth week and the month of June
2020. The Group’s more defensive market positioning which is aligned to basic consumer
needs continues to drive good performance. Satisfactory inventory levels have been achieved
as a result of the strong winter trade.
Strong trading in PEP and Ackermans continued, reporting combined like-for-like sales growth
of 40% in May and achieving the highest ever monthly turnovers for both retail brands. Trading
momentum continued during the first three weeks of June with like-for-like growth of 21%.
Sales in PEP Africa, which contribute c.3% to Group revenue, declined by double digits in
constant currencies during April, May and June, impacted by a weakness in local economies
and currencies due to COVID-19. Lockdowns in the respective countries varied in timing and
duration.
The Speciality business, which focuses on more discretionary adult wear and footwear product
categories, traded well and achieved like-for-like sales growth of 28% in May and 21% in June.
The consumer electronics and appliances division (Incredible Connection and Hi-Fi
Corporation) in the JD Group performed extremely well since re-opening with like-for-like sales
growth of 39% in May despite the fact that only a limited product range could be sold. Trading
momentum continued into June with like-for-like growth of 58%. The furniture division was
unable to trade during May but achieved like-for-like growth of 26% since re-opening in June.
Trading in The Building Company has been negative due to the fact that building contractors
and the construction industry only re-opened on the first of June. Since the re-opening of the
industry, trading has shown a positive trajectory with June showing a cumulative negative
growth of only 1%.
The FLASH business continued to trade during lockdown and reported 28% growth in virtual
turnover for the quarter to date.
Capfin continued to curtail the granting of credit and the size of the book reduced to R2 billion.
Since the commencement of the lockdown period, focus has been mainly on collection of the
book which has exceeded expectations thus far.
UPDATE ON LIQUIDITY AND CASH FLOW
Liquidity has improved compared to pre-COVID-19 levels due to the positive trading
performance and credit book collections. This enabled the Group to early settle its
R521 million bridge term loan facility.
The credit curtailment and consequent reduction in sizes of the credit books supported cash
flow since the start of April 2020. Collections to date have been better than expected although
the impact of COVID-19 on future collections remains uncertain.
Constructive discussions are continuing to waive and amend debt covenants going forward.
The Group continues to assess opportunities to reduce costs, conserve cash, access liquidity
and improve flexibility in its capital structure during these unprecedented circumstances.
OUTLOOK
The Group continues to assess its portfolio strategy with preference to businesses that provide
the best returns.
Despite the current positive trading levels the full extent of the impact of COVID-19 on the
South African economy and consumer remains to be seen. Pepkor continues to implement
measures to protect the Group and improve flexibility in its capital structure during these
unprecedented circumstances.
Pepkor is confident that its defensive discount and value positioning will support market share
gains in the current and medium term environment as the market consolidates and consumers
focus on basic and affordable products.
The Group continues to make a positive difference in the lives of our customers and the
communities in which we operate by providing convenient access to everyday products and
services at affordable prices.
For additional information, investors are referred to Pepkor’s interim results announcement
released on 27 May 2020, available at https://www.pepkor.co.za/investor-relations/latest-
results/.
THE PLACEMENT
The Placement is offered to qualifying institutional investors only and will not be offered to the
public in any jurisdiction. The Placement is not an “offer to the public” as contemplated under
the South African Companies Act, No. 71 of 2008, as amended
(the "South African Companies Act"). Accordingly, this announcement does not, nor does it
intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the
South African Companies Act; and no prospectus has been filed with the South African
Companies and Intellectual Property Commission (the "CIPC") in respect of the Placement.
As a result, this announcement does not comply with the substance and form requirements
for a prospectus set out in the South African Companies Act and the South African Companies
Regulations of 2011, and has not been approved by, and/or registered with, the CIPC, or any
other South African authority.
The Placement Shares will be issued by the Company under and in accordance with its
existing general authority to issue shares for cash, granted by shareholders at the annual
general meeting of the Company held on 11 March 2020, being up to 172.5 million shares
which represents up to 4.95% of the total issued ordinary shares of Pepkor. The book for the
Placement is open with immediate effect and is expected to close as soon as possible.
The price per ordinary share at which the Placement Shares will be placed
(the "Placement Price") will be decided at the close of the Bookbuild. The timing of the closing
of the Bookbuild, the Placement Price and allocations are at the discretion of the Company
and the Bookrunners. The Placement Price will be announced as soon as practicable on the
Stock Exchange News Service of the JSE Limited (the "JSE") after the close of the Bookbuild.
The Placement Shares, when issued, will be fully paid and will rank pari passu in all respects
with the existing ordinary shares in the share capital of the Company, including the right to
receive all dividends and other distributions declared, made or paid after the date of issue of
the Placement Shares.
Subject to the approval by the JSE, listing and trading of the Placement Shares on the JSE is
expected to commence at 09h00 on Monday, 29 June 2020 (or such time and/or date as may
be agreed between the Company and the Bookrunners).
Pursuant to the terms of the placing agreement entered into between the Company and the
Bookrunners, the Company has, subject to certain exceptions agreed to between the
Company and the Bookrunners, agreed to customary lock-up arrangements for a period of
180 days from the closing date of the Placement.
23 June 2020
Joint Global Coordinators and Joint Bookrunners
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co International plc
Legal adviser to Pepkor
Bowman Gilfillan (as to South African law)
Shearman & Sterling London LLP (as to US and English law)
Legal advisers to the Joint Global Coordinators and Joint Bookrunners
Webber Wentzel (as to South African law)
Davis Polk & Wardwell London LLP (as to US and English law)
Equity Sponsor
PSG Capital
Debt Sponsor and Corporate Broker
Rand Merchant Bank, a division of FirstRand Bank Limited
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities in the United States of America,
including its territories and possessions, any state of the United States and the District of
Columbia (the “United States”), or in any other country where such offer or solicitation is
unlawful. This announcement and the information contained herein is restricted and is not for
publication or distribution, directly or indirectly, in whole or in part, in or into the United States,
Canada, Australia or Japan, or in any other jurisdiction in which such publication or distribution
is restricted by applicable laws or regulations or requires registration or any other measures.
Any failure to comply with these restrictions may constitute a violation of the securities laws of
such jurisdictions.
In South Africa, the Placement will only be made by way of separate private placement to: (i)
selected persons falling within one of the specified categories listed in section 96(1)(a) of the
South African Companies Act; or (ii) selected persons, acting as principal, acquiring
Placement Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in
section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors").
This announcement is only being made available to such South African Qualifying Investors.
Accordingly: (i) the Placement is not an "offer to the public" as contemplated in the South
African Companies Act; (ii) this announcement does not, nor does it intend to, constitute a
"registered prospectus" or an "advertisement", as contemplated by the South African
Companies Act; and (iii) no prospectus has been filed with the CIPC in respect of the
Placement. As a result, this announcement does not comply with the substance and form
requirements for a prospectus set out in the South African Companies Act and the South
African Companies Regulations of 2011, and has not been approved by, and/or registered
with, the CIPC, or any other South African authority.
The information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary
Services Act, 2002 ("FAIS Act") and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction in respect of the Placement
Shares or in relation to the business or future investments of the Company, is appropriate to
the particular investment objectives, financial situations or needs of a prospective investor,
and nothing in this announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. The Company is not a financial
services provider licensed as such under the FAIS Act.
In terms of the Exchange Control Regulations of South Africa, any share certificates that might
be issued to non-resident shareholders will be endorsed ‘Non-Resident'. Any new share
certificates, dividend and residual cash payments based on emigrants' shares controlled in
terms of the Exchange Control Regulations, will be forwarded to the Authorised Dealer
controlling their remaining assets. The election by emigrants for the above purpose must be
made through the Authorised Dealer controlling their remaining assets. Such share certificates
will be endorsed ‘Non- Resident'. Dividend and residual cash payments due to non-residents
are freely transferable from South Africa.
The information in this announcement does not contain or constitute an offer to acquire,
subscribe or otherwise trade in shares, subscription rights or other securities in the Company
in any jurisdiction. Any securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or
indirectly, in or into the United States absent exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make a public offering of the securities
in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129
(the “Prospectus Regulation”).
In the United Kingdom, this document and any other materials in relation to the securities
described herein is only being distributed to, and is only directed at, and any investment or
investment activity to which this document relates is available only to, and will be engaged in
only with, “qualified investors” (as defined in the Prospectus Regulation) and who are (i)
persons having professional experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
“relevant persons”). Persons who are not relevant persons should not take any action on the
basis of this document and should not act or rely on it.
This announcement has been issued by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by the Bookrunners or by any of their
respective affiliates or agents as to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Bookrunners and their respective affiliates are acting solely for the Company and no one
else in connection with the Placement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor for providing advice in relation
to the Placement and/or any other matter referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on the Bookrunners or their
respective affiliates by their respective regulatory regimes, neither the Bookrunners nor any of
their respective affiliates accepts any responsibility whatsoever for the contents of the
information contained in this announcement or for any other statement made or purported to
be made by or on behalf of the Bookrunners or any of their respective affiliates in connection
with the Company, the Placement Shares or the Placement. The Bookrunners and each of
their respective affiliates accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this announcement and no representation
or warranty, express or implied, is made by the Bookrunners or any of their respective affiliates
as to the accuracy, completeness or sufficiency of the information contained in this
announcement.
The distribution of this announcement and the offering of the Placement Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company or the
Bookrunners that would permit an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Bookrunners to inform
themselves about, and to observe, such restrictions.
This announcement includes "forward-looking statements" within the meaning of the "safe
harbour" provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as "target", "will",
"forecast", "expect", "potential", "intend", "estimate", "anticipate", "can" and other similar
expressions that predict or indicate future events or trends or that are not statements of
historical matters. The forward-looking statements set out in this announcement involve a
number of known and unknown risks, uncertainties and other factors, many of which are
difficult to predict and generally beyond the control of the Company, that could cause the
Company's actual results and outcomes to be materially different from historical results or from
any future results expressed or implied by such forward-looking statements. These forward-
looking statements speak only as of the date of this announcement. The Company undertakes
no obligation to update publicly or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this announcement or to reflect the
occurrence of unanticipated events, save as required by applicable law.
This announcement does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placement Shares. Any
investment decision to buy Placement Shares in the Placement must be made solely on the
basis of publicly available information, which has not been independently verified by the
Bookrunners.
This announcement does not represent the announcement of a definitive agreement to
proceed with the Placement and, accordingly, there can be no certainty that the Placement
will proceed. The Company reserves the right not to proceed with the Placement or to vary
any terms of the Placement in any way.
The Placement Shares to be issued pursuant to the Placement will not be admitted to trading
on any stock exchange other than the JSE.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION
OR ANY OTHER MEASURES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA
OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOVER IN ANY JURISDICTION.
Date: 23-06-2020 05:28:00
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