Wrap Text
Announcement In Relation To The Result Of 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 THE RESULT OF 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.
Shareholders are referred to the announcement released on Tuesday, 24 August 2021 regarding, inter
alia, the launch of an accelerated bookbuild (the “Bookbuild”).
Dis-Chem is pleased to announce that the Bookbuild has now closed. Following strong demand, the
Saltzman family, through their shareholding vehicle, Ivlyn Local Investment Holdings Proprietary
Limited (“Ivlyn”), has raised a total of approximately R1.96 billion through the sale of 64,506,336 Dis-
Chem ordinary shares at a price of R30.30 per share (the “Bookbuild Price”). Post the Bookbuild,
Ivlyn owns approximately 45.2% of Dis-Chem’s issued share capital. Assuming the additional
divestments by way of the Management Retention Scheme and the BEE Tranche (as referred to in
the 24 August announcement) are concluded, Ivlyn will own approximately 41.5% and 31.4% of Dis-
Chem’s issued share capital respectively.
The Bookbuild Price represents a 4.0% discount to the pre-launch closing price of R31.55 per share on
Tuesday, 24 August 2021.
Settlement is expected to commence at 09h00 SAST on 30 August 2021.
Midrand
Wednesday, 25 August 2021
Joint Bookrunner
Investec Bank Limited
Joint Bookrunner
Goldman Sachs International
Joint Bookrunner and Transaction Sponsor
The Standard Bank of South Africa Limited
International legal counsel to Dis-Chem and the Selling Shareholder
Davis Polk & Wardwell LLP
South African legal counsel to the Selling Shareholder
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This announcement is not for publication or distribution, directly or indirectly, in or into the United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 (the “United States”), 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 is for information purposes only and 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
securities referred to herein (the “Shares”) have not been and will 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 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 pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Shares have been offered are being 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 in a 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 Shares 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 was not and 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.
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 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 member states of the European Economic Area this announcement and the Bookbuild was and will
only be directed only at persons who are “qualified investors” within the meaning of the Prospectus
Regulation. For these purposes, the expression “Prospectus Regulation” means Regulation (EU)
2017/1129, as amended. In the United Kingdom this announcement and the Bookbuild was directed
only at “qualified investors” within the meaning of the UK Prospectus Regulation (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. For these purposes, the
expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Each of Goldman Sachs, Investec and Standard Bank is acting exclusively for the Selling Shareholder
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 Shareholder 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.
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 and Selling Shareholder, 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.
Date: 25-08-2021 08:00:00
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.
Sharenet Sites 
