Postponement of private placement and listing

Waco International Holdings Limited
(Formerly Waco International Holdings (Proprietary) Limited)
(Incorporated in the Republic of South Africa on 6 January 2012)
(Registration number 2012/002104/06)
JSE share code: WIH ISIN: ZAE000208518
(The “Company”, with its consolidated subsidiaries “Waco” or the “Group”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

POSTPONEMENT OF PRIVATE PLACEMENT AND LISTING
Further to the pre-listing statement dated 5 October 2015, interested investors are advised that Waco has decided to postpone its proposed private placement and listing on the JSE

Following the investor roadshow, Waco attracted significant interest and positive feedback on the Company, its equity story and management, and the placement raised demand from a number of high quality institutional investors. However, in light of investor concerns arising from the tragic collapse of the M1 bridge in Sandton yesterday, the Company has decided that it is at this time no longer appropriate to continue with the placement and listing.

The Company wishes to offer its condolences to all those who have been injured and to the relatives of the deceased.

Waco remains committed to bringing the Company to market at the appropriate time and will continue to evaluate the timing for the proposed placement and listing.

The Company and management team would like to express their gratitude to all investors who participated in the process and look forward to remaining engaged with potential investors.

Johannesburg
15 October 2015

Transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Johannesburg
15 October 2015

Joint bookrunners and joint global coordinators
Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”)
Morgan Stanley & Co. International plc (“Morgan Stanley”)
The Standard Bank of South Africa Limited (“Standard Bank”)

Transaction sponsor and stabilisation manager
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisers
Webber Wentzel, South African legal adviser to the Company
Linklaters LLP, U.S. and English legal adviser to the Company
White & Case LLP, U.S., English and South African legal adviser to the joint global coordinators

Independent reporting accountants and auditors
KPMG Inc

DISCLAIMER:
This announcement is not for 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. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein (the “Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities 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, No. 71 of 2008 (as amended) or otherwise (the “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 Act. These materials do not constitute a prospectus registered and/or issued in terms of the Act.

This announcement does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons 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 (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in an investment activity (with the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) above being referred to as “relevant persons”). Any investment activity to which this communication 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 or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.

This announcement is not a prospectus and the offer referred to herein will not be open to the public.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, RMB, Morgan Stanley and Standard Bank and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

None of RMB, Morgan Stanley and Standard Bank or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Each of RMB, Morgan Stanley and Standard Bank is acting exclusively for Waco and no-one else in connection with the offer. They will not regard any other person as their respective clients in relation to the offer and will not be responsible to anyone other than Waco for providing the protections afforded to their respective clients, nor for providing advice in relation to the offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offer, each of RMB, Morgan Stanley and Standard Bank and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Waco or related investments in connection with the offer or otherwise. Accordingly, references in the preliminary listing statement, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of RMB, Morgan Stanley and Standard Bank and any of their respective affiliates acting as investors for their own accounts. In addition, RMB, Morgan Stanley and Standard Bank may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of RMB, Morgan Stanley and Standard Bank nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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