sem business plan - stock exchange of mauritius€¦ · · 2016-07-25annexure a structure diagram...
TRANSCRIPT
2
TABLE OF CONTENTS
Page
1. Executive summary 32. Corporate data 33. Background 44. Management 45. Nature of business and investment policy 76. Investment case 147. SWOT Analysis 148. Sustainability of the Company 169. Risks 1710. Shareholding and funding 1911. Financial data 1912. Investment Management Agreement 1913. Personnel 1914. Key service providers 1915. Regulatory framework 19
Annexure A Structure Diagram 22
Annexure B Pro Forma Statement of Financial Position 22
Annexure C Forecast Financial Data 24
Annexure D Details of the Initial Investments 27
Annexure E Details of the Directors of the Company 32
Annexure F Details of the Directors of the Investment Manager 36
3
1. Executive summary
The Company is a newly incorporated entity that will seek a primary listing on the Stock
Exchange of Mauritius (“SEM”) and a secondary inward listing on the Alternative Exchange of
the JSE Limited (“AltX”).
Universal Partners’ primary objective is to achieve strong capital appreciation in Pounds Sterling
over the medium to long term seeking private equity investment opportunities in high quality,
cash generative businesses that meet the investment criteria set out in the Company’s investment
policy. Universal Partners will be an active shareholder in its investee companies, with
meaningful participation in formulating and monitoring the execution of the business strategy of
each investment. The Company will invest approximately 80% of its capital in Europe, with a
particular focus on the United Kingdom (“UK”), while the remaining 20% of its capital may be
earmarked for investment opportunities elsewhere.
Universal Partners has a medium- to long-term investment horizon and is of the view that the
current volatility in the macro-economic environment for the European Union (“EU”) and UK
will return to stability. While it is probable that the uncertainty created by the UK voters’ decision
to leave the EU will last for the next year or two, once the exit process from the EU has been
completed, the Company expects the UK to revert to being a dynamic, well regulated economy
and attractive market for investments. As a patient investor, Universal Partners is positive about
the medium- to long-term prospects for the UK and the Company intends to pursue its stated
investment strategy in spite of short term uncertainty.
Universal Partners is led by an experienced board and Investment Committee.
The Company will utilise the services of an investment manager, ARGO Investment Managers
(the “Investment Manager”), to manage the investment of its assets and to provide ongoing
advice and assistance that will enable the Company to achieve its investment objectives. The
relationship between these parties will be governed by a formal investment management
agreement, more fully described in 12 below.
Universal Partners conducts its business from Mauritius, taking advantage of the business-
friendly environment, the numerous double-tax agreements that Mauritius has with most of the
jurisdictions that the Company will invest in, and allowing access to a global investor base.
Universal Partners intends to raise an initial capital amount of GBP 80 million upon listing on
the AltX.
2. Corporate data
2.1. Name of Company: Universal Partners Limited
2.2. Company Registration Number: 138035
4
2.3. Registered Address: c/o Intercontinental Trust Limited, Level 3
Alexander House, 35 Cybercity, Ebene 72201,
Mauritius
2.4. Date of incorporation 25 April 2016
2.5. Regulatory Bodies: Once listed, the SEM, the JSE Limited (“JSE”) and
the Mauritian Financial Services Commission
(“Mauritian FSC”)
2.6. Constitutive Document: Constitution
2.7. JSE Sponsor (in terms of JSE
Listing Requirement 18.7):
Java Capital Trustees and Sponsors
2.8. Subsidiaries None
2.9. Investment Manager ARGO Investment Managers
2.10. Company Administrator Intercontinental Trust Limited
3. Background
The Company was incorporated and registered in Mauritius on 25 April 2016 in accordance with
the Mauritian Companies Act 2001 and the Financial Services Act 2007 of Mauritius.
The Company’s shares are not currently listed on any stock exchange. It is envisaged that the
Company will seek to list its shares on the SEM and the AltX.
The Company intends investing the proceeds from the capital raised prior to listing on the SEM
in listed global equities, as detailed in Annexure D. In terms of investment pipeline, the Company
is confident of the significant scale and scope of opportunities that exist in the market segment
being targeted and have identified a number of opportunities that appear interesting. Recognising
that the kind of investments targeted by the Company necessarily involve robust and lengthy due
diligence, legal and regulatory compliance processes, it is the Company’s intention to make its
first significant investment within six months of listing on the AltX.
The Investment Manager was incorporated and registered in Mauritius on 11 July 2016 in
accordance with the Mauritian Companies Act 2001 and the Financial Services Act 2007 of
Mauritius. The Investment Manager has an Investment Advisor (unrestricted) licence issued by
the Financial Services Commission.
The group structure is set out in Annexure A.
5
4. Management
The members of the boards of both the Company and the Investment Manager have a long and
successful track record of investing in and/or managing a variety of businesses, enabling them to
provide strategic guidance to investee companies. Set out below are the high level details of the
key executives and key management of the Company and the Investment Manager. Further
details of all the directors of the Company and the Investment Manager are set out in Annexure E
and Annexure F, respectively. It is anticipated that certain directors will invest in Universal
Partners by participating in the capital raising to be undertaken on either the SEM or JSE listing,
however the extent of any such investments have not been determined.
4.1 Executive Directors
- Pierre Joubert (B.Comm, CA(SA)) is the CEO of the Company. Pierre joined the Richmark
Group of companies in November 2015 in the position of Chief Investment Officer.
Previously, Pierre spent 13 years at Rand Merchant Bank (RMB), a division of Firstrand
Bank Limited, fulfilling various roles including those of senior transactor in the Corporate
Finance division, 5 years as the Head of the Equities division and 3 years as the Co-Head
of the Global Markets division. Pierre has been a member of the RMB Investment
Committee for the last 10 years, a position he continues to hold. He is also a member of the
Ashburton Private Equity Fund 1 investment committee. Pierre is currently a South African
resident but intends relocating permanently to Mauritius.
- David Vinokur (B.Comm, B.Acc CA(SA)) is the CFO of the Company. In addition to his
role as CFO, David is CEO of Global Capital (Pty) Ltd, having joined in February 2004.
His portfolio consists of a diverse range of private companies in many industries. David
currently sits on the Board of Global Capital (Pty) Ltd, National Airways Corporation (Pty)
Ltd, Informal Solution Providers (Pty) Ltd (Informal Solutions), KNR Flatrock (Pty) Ltd,
Quantified Living Products (Pty) Ltd, Abela (Pty) Ltd, SAIL Group (Pty) Ltd, Revfin (Pty)
Ltd, Global Capital Empowerment (Pty) Ltd and Blue Chip Holdings (Pty) Ltd. He has
previously been on the Board of Morecorp (Pty) Ltd (comprises the World of Golf, Pro
Shop and Cycle Lab), Du Pont Telecom (Pty) Ltd, Pilot Crushtec (Pty) Ltd and Cell
Network (Pty) Ltd. David is also a member of the Investment Committees of Global Capital
(Pty) Ltd, Global Empowerment (Pty) Ltd, Revfin (Pty) Ltd and Abela (Pty) Ltd. David is
a South African resident.
- Andrew Birrell (Bachelor of Business Science (Actuarial)) is an executive director of the
Company. Andrew has over 26 years’ experience in various executive and non-executive
roles, across the life insurance, general insurance, health insurance, stock broking, asset
management, and retail online banking industries, in South Africa, the UK, Scandinavia,
Canada, Ireland and Australia. He assumes the role of chairman of Assupol Life Limited
and Assupol Holdings Limited, both based in South Africa, with effect from 1 July 2016.
His previous roles include CFO of Guardian Financial Services, Group Chief Actuary and
6
Group CRO of Old Mutual plc, COO and CFO of Investec Securities Limited and CFO of
Capital Alliance Holdings Limited and Capital Alliance Life Limited. Andrew is a British
and South African national and resides in London.
4.2 Non-Executive Directors
- Larry Nestadt is a non-executive of the Company and will serve as Chairman. Larry has a
long and successful corporate career, both in South Africa and internationally. Larry is a
co-founder and former Executive Director of Investec Bank Limited. In addition, Larry
assisted in the creation and strategic development of a number of listed companies such as
Capital Alliance Holdings Limited, Super Group Limited, HCI Limited, SIB Holdings
Limited and Global Capital Limited. He is the current Executive Chairman of Global
Capital (Pty) Ltd. Larry is the current Chairman of the Morecorp Group, Melrose Nissan,
SellDirect Marketing (Pty Ltd), Placo Holdings (Pty) Ltd, National Airways Corporation
(Pty) Ltd and Blue Label Telecoms Ltd. Larry is a South African resident.
- Marc Ooms (BSc Business Administration) was General Partner of the Petercam Group, a
Benelux Investment Bank and the region’s largest independent broker and private bank
with €15 billion under management, managing-director of Petercam Belgium N.V. and
Chairman of Petercam Bank Nederland. He retired at the age of 60 at the beginning of 2011.
Today he is a member of the Board of Directors of (i) Sea-Invest Corporation (Luxemburg),
the largest European stevedoring group in bulk and fruit which is also active in Africa, (ii)
BMT International NV (gears, transmissions, aeronautics, moulds for the glass industry),
(iii) Greenyard Foods NV (world leader in distribution of fresh, frozen and canned food,
listed on Euronext), (iv) Baltisse NV (a private equity fund with €2 billion under
management), (v) The Fruit Farm Group NV (fruit farms in Argentina, Brazil, Costa Rica,
Suriname, Turkey and South Africa). Marc is a Belgian resident.
- Neil Page (B.Comm, CAIB (SA), Dip SAIM) has gained extensive experience in
commercial banking including retail, corporate and international banking. Neil has
specialised in private equity since 1985, when he joined the MBO division of Barclays
Merchant Bank, which subsequently became Firstcorp Capital, the forerunner of Ethos
Private Equity (Pty) Ltd. In 1989 he co-founded what is today RMB Corvest, a leading
private equity investor in South Africa. Neil has been the Managing Director of this
company from its inception. Neil sits on the boards of a number of the RMB Corvest
investee companies, as well as the subsidiary companies making up the RMB Corvest
Group of Companies. Neil has been a member of the RMB Investment Committee for a
number of years, a position he continues to hold. Neil is a South African resident. - Peter Gain (B. Bus Sc. (Hons)) is an experienced entrepreneur who has over the past two
decades built businesses, led a number of significant corporate transactions, fund raisings, listings, asset sales, mergers and group restructurings in sectors as diverse as mining and resources, agriculture and food processing, warehousing and logistics, telecoms and media, dental and medical services, financial services and funds management. In addition to his current directorship activities within the Belgian listed Greenyard Foods NV Group, Peter
7
is the Chairman of Draper Gain Investments Ltd, Newnham Ellis Limited and Dentex Healthcare Group Limited, all investment groups focusing on private equity opportunities in the United Kingdom. He is also the Deputy Chairman of General Pacific Capital Limited, a trust and financial services group based in Monaco, and serves as a board member on various privately held companies around the world.
- Andrew Dunn (B.Comm) is the Group CEO of Richmark Holdings and Executive
Chairman of DNI. Andrew began his career in 1994 by founding Miltrans, a logistics
business which he later sold to Super Group. On leaving Super Group he joined the Premier
Foods MBO, which was later sold to Brait S.A.
He jointly founded DNI in 2006. He was appointed as the Group CEO of Richmark
Holdings in February 2013. Andrew sits on various Boards, notably Barloworld Transport
Solutions and National Airways Corporation. Andrew is a South African resident.
- Françoise Chan (MSc DEA TEP) is an Executive Director of Intercontinental Trust Ltd
(ITL). She joined the Global Business Sector in Mauritius in1994 and has since been
assisting multinationals, fund managers and high net worth individuals in the structuring
and administration of companies, funds and trusts in Mauritius. Prior to joining ITL,
Francoise held senior positions in a management company, which was the local
representative firm of Arthur Andersen, and in the International Banking Division of
Barclays Bank Plc. Françoise is a member of both the International Fiscal Association
(IFA) and the Society of Trust and Estate Practitioners (STEP) and serves as director on
the board of several Global Business companies. Françoise is a Mauritian resident.
- Kesaven Moothoosamy (FCCA BSc) was until June 2016, a Senior Manager in the Capital
Markets Advisory team of ITL. For the past 11 years, in the Mauritius financial services
industry, he has acquired experience ranging from fund formation and administration, fund
accounting, Mauritius regulatory matters, investment structuring, transaction advisory to
capital raising and listing on Securities Exchanges. He is actively involved on various
initiatives to enhance the attractiveness of the Stock Exchange of Mauritius. He is also a
board member of SEM listed companies and a number of funds established in Mauritius.
He graduated from the University of Mauritius with a B.Sc (Hons) in Accounting with
Information System. He is also a fellow member of the Association of Chartered Certified
Accountants UK (FCCA), a member of the Mauritius Institute of Professional Accountants
(MIPA) and Member of the Mauritius Institute of Directors. (MiOD).
5. Nature of business and investment policy
5.1. Overview
Universal Partners is an investment holding company that will seek private equity
investment opportunities in high quality, cash generative businesses across Europe, with
a particular focus on the UK. The Company’s medium- to long-term objective is to
8
achieve sustained growth in its net asset value per share, measured in Pounds Sterling,
in excess of 8% per annum.
It is the Company’s intention to participate in certain carefully selected investment
opportunities, using the investment skills and established networks of its experienced
board of directors, which includes Marc Ooms, the founder of the Company and an
experienced investor, banker and private equity deal maker in the EU, and an investment
management team that is similarly well known and that has an established track record
in South Africa and the UK.
The Company’s board of directors further believes that economic growth in the Southern
African region is likely to remain subdued for the foreseeable future. As a consequence,
they anticipate that there are likely to be more attractive investment opportunities in
Europe and the UK during the coming years. As such, it is anticipated that the Company
will represent an attractive investment to investors and that it will be able to raise
significant capital in South Africa via a secondary listing on the JSE.
The Company will use the services of the Investment Manager to help source and
manage investment opportunities. The members of the Investment Committee and the
Investment Manager are experienced investors who have successfully concluded and
realised investments across different industrial sectors, both within South Africa and
internationally.
The Company’s investment objectives will be achieved by primarily investing in
businesses where Universal Partners is able to provide both capital and strategic
direction. As the objective of the Company is to provide shareholders with attractive
medium- to long-term capital growth, the board does not intend to declare regular
dividends.
The Company anticipates a market capitalisation of at least GBP 280 000 000 within
three years of listing on the SEM, assuming shares continue to trade at GBP1.00 per
share.
5.2. Investment policy
Universal Partners, together with the Investment Manager, will seek to invest in
companies that demonstrate the following important attributes:
- A robust, easily understood business model
- Clear competitive advantages, typically provided by an enhanced customer
experience, a lower cost base and/or technological leadership
- Strong and sustainable profitability, combined with a high cash conversion ratio
9
- High quality, experienced management who demonstrate a strong cultural fit with
Universal Partners and its Investment Manager
- The acquisition of a meaningful shareholding (generally 25% or more,
independently or in a consortium) in the investee company, so that Universal
Partners is able to influence and monitor the strategy and performance of the
investee company
- Appropriate alignment of interests and incentives between Universal Partners, its
Investment Manager and the management and staff of the investee company
- Long term growth potential
Universal Partners’ investments may include appropriate opportunities in listed equity
securities, unlisted or over-the-counter equity securities, derivatives of such securities
and direct investments in listed or unlisted businesses. In order to maximise the yield on
its unutilised cash resources, the Company will invest these funds in a prudent
combination of bank deposits and suitable short term money market instruments.
Without being exhaustive, Universal Partners expects that it will focus on the following
sectors as initial potential areas of investment opportunity:
- Manufacturing
- Distribution, supply chain management and logistics
- Cellular industry and related activities
- Financial services
- Retail
- Property. The Company intends to include property as an investment asset class,
either as a standalone investment or as a way of achieving better alignment with its
investee companies in cases where they own their buildings and facilities.
Equally, there are industries such as mining and related beneficiation activities where
the directors of the Company have no particular expertise or experience, and it is highly
unlikely that investments will be made in these sectors.
Universal Partners will make use of conservative levels of financial gearing in its
underlying investments, where appropriate. The nature and extent of gearing used in each
case will be determined by the cash generation ability of the investment.
Universal Partners will seek to build a portfolio of investments that meet the criteria set
out above while also providing an appropriate level of diversification across different
10
industries and asset classes. It is the directors’ intention to invest between GBP
10 million – GBP 30 million in respect of any given opportunity and that no single
investment should constitute in excess of 20% of the overall value of the investment
portfolio. There may be times when this threshold is breached temporarily, but it is not
intended that such breach will continue for an extended period.
5.3. Anticipated investment opportunities
In addition to its intended holding of equities in a listed private equity fund in the UK
(as detailed in Annexure D), the Company and the Investment Manager have undertaken
initial research in the UK market and have identified a number of investment
opportunities that appear interesting. One example of such an identified opportunity is a
small-cap furniture manufacturer and retailer (listed on the LSE) with a proven business
model and a long history. Based on the research conducted to date, it appears that the
supply chain in this business can be improved markedly, as can the inventory
management and the merchandising format. There may also be an opportunity to supply
goods from South Africa that are manufactured by local businesses that are well known
to the directors of Universal Partners. This potential opportunity was highlighted to
Universal Partners by an investment partner that is part of its network in the UK. Should
a decision be taken to pursue this opportunity, the Company will invest alongside its
partner and will together play a pro-active role in setting and monitoring the execution
of a revised strategic plan for the investee company.
More generally, during a recent visit to the UK, representatives from the Company and
the Investment Manager met with a number of parties who are part of a network of
potential investment partners. In all cases, its partners confirmed their desire to work
with Universal Partners and also highlighted the significant scale and scope of
opportunities that exist in the market segment that is being targeted.
Recognising that the kind of investments targeted by the Company necessarily involve
robust and lengthy due diligence, legal and regulatory compliance processes, it is the
Company’s intention to make its first significant investment within six months of listing
on the AltX.
5.4. Investment process
As set out in 12 below, Universal Partners will conclude an investment management
agreement with the Investment Manager, appointing that entity as the sole investment
manager for the assets of the Company.
Universal Partners’ investment policy set out in 5.2 will provide a guideline to the
Investment Manager in selecting and recommending potential acquisitions and disposals.
Final decisions regarding acquisitions and disposals will be taken by the Investment
Committee, acting under a delegated mandate from the board, with due regard to the
Company’s investment policy and objectives.
11
In seeking new investments, the Company intends focusing on sectors where the
directors and/or the Investment Manager have proven experience and expertise and are
able to add value to the business activities of the investee company. In cases where the
Company chooses to invest alongside an investment partner, the directors will ensure
that the chosen partner brings the necessary skills and experience to the management of
each investment.
The primary office of the investment manager will be established in Mauritius, headed
by Pierre Joubert, who is permanently relocating to Mauritius in January 2018. The
investment manager will also establish an office in London, headed by Andrew Birrell
and assisted by an appropriately skilled team.
The Company is confident that its on the ground presence in the UK, combined with the
extensive partner network and the significant size of the UK and European economies
will translate into a large number of potential investment opportunities.
5.5. Benefits of investment policy
The implementation of the above investment policy will allow Universal Partners
shareholders to access a portfolio of high quality, cash generative businesses that should
produce superior returns over the medium- to long-term. An investment in Universal
Partners also provides a degree of currency diversification as well as access to an
investment jurisdiction that is not readily available.
In most instances, investors are only able to access equivalent investment opportunities
by investing in a private equity fund. The board believes that its investment model avoids
some of the obvious constraints of the fund model, such as a high minimum initial
investment size, extended lock-up periods with very low levels of liquidity, as well as
pressure to dispose of investments as the fund expiry date approaches.
Being a listed entity, Universal Partners will enjoy the benefits of a more permanent form
of capital, allowing greater flexibility in the investment holding period.
5.6. Geographic jurisdictions for investment
Universal Partners will invest approximately 80% of its capital in Europe, with a
particular focus on the UK. The remaining 20% of its capital may be invested in other
jurisdictions.
Universal Partners has a medium- to long-term investment horizon and is of the view
that the current volatility in the macro-economic environment for the EU and UK will
return to stability. While it is probable that the uncertainty created by the UK voters’
decision to leave the EU will last for the next year or two, once the exit process from the
EU has been completed, the Company expects the UK to revert to being a dynamic, well
regulated economy and attractive market for investments. As a patient investor,
Universal Partners is positive about the medium- to long-term prospects for the UK and
12
the Company intends to pursue its stated investment strategy in spite of short term
uncertainty.
In fact, the volatility, together with negative market sentiment, has resulted in short term
pricing pressure across all UK assets and may well present potential buying opportunities
for the Company. In the short term, the appreciation of the MUR and ZAR relative to the
GBP also works in favour of Mauritian and South African based investors.
5.7. Industry overview1
The activity of identifying, completing and realising attractive private equity investments
is highly competitive. Universal Partners will be competing for investments with a wide
range of market participants, including private equity investors, trade buyers and the
public equity markets. Asset valuations fell marginally across Europe during 2015, but
remain near all-time highs due to the substantial amount of money available for
investment across the continent.
The Global Entrepreneurship Index (GEDI) 2015 ranks the UK as the most
entrepreneurial market in Europe and the fourth globally. From a business sector
perspective, the UK occupies a leading position in financial services, business services
and technology.
The UK is also the largest private equity market in Europe, attracting substantially more
industry participants and deal flow than any other country in the EU. The reasons for this
are varied, but include a strong legal, regulatory and cultural environment, with good
access to capital and a large pool of the requisite managerial and professional skills. Over
the last decade, UK private equity has generated returns of 14.9% - nearly double that of
UK Pension Fund Assets and the FTSE All-Share, which generated returns of 7,8% and
7,6%, respectively.
It is common cause that the private equity industry in Europe and the UK is a competitive
space, with some 1700 venture capital and private equity funds operating across the
continent, of which 577 funds are based in the UK. These funds have a significant
amount of capital to deploy, with recent estimates being that an amount of GBP 41 billion
is available for investment in the UK alone.
The following factors make the UK an attractive investment destination:
1 The following sources have been used in compiling the information set out in 5.7:
- British Private Equity and Venture Capital Association – Performance Measurement Survey 2014 - Global Entrepreneurship Index 2015 (GEDI) – EU countries - Companies House via FAME - The UK Office for National Statistics - Global Private Equity Report 2016 – Bain & Company
13
5.7.1. Large number of entrepreneurial businesses with attractive growth
opportunities
There are currently around 50 000 companies in the UK that have an annual
turnover of between GBP 5 million and GBP 25 million, with a typical
enterprise value of between GBP 10 million and GBP 50 million. The top
quartile of these companies have shown average growth in turnover of
around 30% over the last 5 years. It is therefore clear that there is a large
target market available for an investment strategy that focuses on smaller,
high growth companies.
5.7.2. Macro-economic strength of the UK
The UK is the world’s sixth largest economy and the second largest in
Europe after Germany. It’s 2.2% growth in GDP in 2015 put the country
as one of the fastest growing G7 economies.
5.7.3. Largest and most active private equity market in Europe
The UK is the largest and most attractive private equity market in Europe,
accounting for around one third of all European private equity deals
concluded over the last 5 years. It is highly advanced and has a well-
developed transactional infrastructure, including a supportive legal and
regulatory system and a sophisticated network for advisory services and
funding.
5.7.4. Low competition in target-size investments
Universal Partners and the Investment Manager believe that by targeting
smaller companies, they will be accessing a niche of the market that offers
attractive target companies and which is currently under-serviced. The
Basel 3 banking regulations have all but driven banks out of this space,
while the medium to large private equity players are focused on concluding
larger deals. While there is certain to be competition in the smaller
company sector, the large pool of investable companies should provide
ample opportunities. Where appropriate, there is also an intention to
partner with established, reputable private equity firms and other investors
that share Universal Partners’ investment philosophy.
The Investment Manager intends to establish a physical presence in London, staffed by
suitably qualified permanent employees who will be tasked with maintaining existing
relationships and building new ones in order to provide Universal Partners with access
to deals that meet its investment criteria.
Universal Partners believes that its focused approach, the proven skills and experience
of its Investment Committee and the directors of the Investment Manager, as well as its
14
established network in the main jurisdictions that it intends to operate in, will enable it
to be successful.
5.8. Marketing
Universal Partners will not undertake any direct marketing of its business, but will rather
access opportunities via its established network in Europe and the UK. In addition, and
where appropriate, the Company will partner with like-minded, established players in its
target market, thereby increasing its network of contacts.
It is anticipated that an initial capital raising will be undertaken by Universal Partners at
the time of listing on the JSE, by way of a private placement to selected investors. These
offers for subscription will not constitute an offer to the public, but will be made by
invitation only to a small number of investors invited to participate in the offers. To this
extent, the Company has received non-binding commitments from certain investors to
subscribe for new shares offered through the initial capital raisings. Although it is not
initially expected that the Company will be ‘widely’ held, it will be sufficiently so for
the relevant listings requirements of the SEM and the JSE.
Following the initial capital raisings, and to the extent that Universal Partners requires
equity funding, it is anticipated that the Company will seek to raise capital through the
further issuance of new shares, either by way of private placements to invited investors
only, rights issues, or through offers to the public to subscribe for shares in the Company,
to new and/or existing shareholders. The choice of scheme through which new shares
are offered and to whom the shares are offered will be dependent upon inter alia:
regulatory requirements; the growth stage of the Company; the financial position of the
Company; the quantum of funding required, both relative to the Company size and in
absolute terms; and the composition of the Company’s share register at the time that new
capital is raised. The Company will not be restricted in terms of the jurisdictions in which
it markets its shares, unless otherwise required by relevant laws and regulations;
however, it is expected that the South African investor base will remain a key target for
such marketing exercises.
In marketing its shares, the Company may prepare marketing materials and undertake
investor education sessions where necessary. To the extent required by applicable
regulations, the Company may also be required to produce revised listing particulars
and/or prospectuses.
6. Investment case
6.1. Benefits of Mauritian entity
Universal Partners conducts its business from Mauritius, taking advantage of the
business-friendly environment, the numerous double-tax agreements that Mauritius has
with the main jurisdictions that the Company will invest in, and providing access to a
global investor base.
15
6.2. Benefits of a dual listing
While a primary listing on the SEM will provide access to a global investor base that
views Mauritius as an attractive investment destination, the board is of the strong opinion
that Universal Partners will present an attractive opportunity to South African investors
who desire diversification against the risks arising from low growth on the domestic
front. The listing of Universal Partners on the AltX will present South African investors
with an opportunity to access a class of investments that is not readily available to them.
In addition, the dual listing will provide the Company with the following benefits:
- Broaden its investor base and source additional capital to fund growth aspirations
- Raise potential investors’ awareness of the Company
- Improve the depth and spread of the shareholder base of the Company, thereby
improving liquidity in the trading of its securities
- Provide invited investors with an additional market for trading the Company’s
shares
7. SWOT Analysis
7.1. Strengths
- Strong and experienced board of directors and Investment Committee
- Experienced Investment Manager which comprises a team with a track record of
delivering superior returns
- Ability to collaborate with an established network of partners in Europe and the
UK
- Ability to take long-term investment decisions without the constraints imposed by
the traditional private equity fund structure
7.2. Weaknesses
- Due to Universal Partners being a new entity, the Company does not have an
established track record in making investments in the targeted jurisdictions of
Europe and the UK; however the individuals involved in the business do have an
established track record in these jurisdictions.
7.3. Opportunities
- In an effort to increase their return on capital, banks in Europe and the UK continue
to reduce their exposure to smaller companies in those jurisdictions; this trend
16
creates funding and investment opportunities for private equity investors such as
Universal Partners.
- Many of the board members and investment advisors are experienced owners and
operators of businesses in South Africa and in Europe. Universal Partners believes
that the proven management and investment skills of its Investment Committee
members and investment advisors can be applied to its investee companies.
7.4. Threats
Universal Partners is competing for opportunities in a fiercely competitive field, against
established and respected participants.
8. Sustainability of the Company
Universal Partners is guided by a strong, experienced board of directors who provide the
necessary guidance for and oversight of its investment activities. The board and the targeted
investors in the Company share a vision of creating a business that will deliver attractive growth
in net asset value over the medium- to long-term. This objective will be met by ensuring that the
Company makes investments in accordance with its stated investment policy. In addition, the
Company and the Investment Manager will be actively involved in setting the strategic objectives
of each investee company and ensuring that the management teams of these companies
implement their respective strategies.
Universal Partners is confident that it will add value to investee companies by providing them
with appropriate strategic input, as well as the capital required to achieve their growth objectives.
The application of these investment principles across an appropriately diversified portfolio of
investments provides investors with a compelling opportunity that is likely to deliver returns in
excess of 8% per annum over the medium- to long-term.
A further attraction of the Company’s investment model is that investors are able to access this
investment opportunity via a listed vehicle that provides some degree of liquidity. Generally, this
type of investment is only available in a private equity fund format, requiring substantial initial
contributions and offering almost no liquidity. Universal Partners’ model also provides
diversification in terms of both currency and investment jurisdiction.
The Company believes that its robust business model, combined with the skill and experience of
its board members and the Investment Manager, will result in attractive returns to shareholders.
This should translate into strong shareholder support for both the initial and subsequent capital
raisings.
17
9. Risks
The following risks are relevant to Universal Partners’ business:
9.1. Failure to raise capital
The Company is considering a listing on the JSE. In the event that the Company is unable
to list on the JSE and hence not able to raise additional amount of capital, the Company
will maintain its listing on the SEM and may consider alternative exchanges for listing,
in order to broaden its investor base and source additional capital to fund growth
aspirations.
Other than the GBP 80 million in additional equity capital that is intended to be raised
by way of private placement at the time of the Altx listing, the Company may undertake
periodic equity capital raisings as the board considers appropriate in order to meet the
investment goals and strategy of the Company. Although there is always a risk that the
Company does not raise the capital they intended to, any failure to do so would not
impact on the overall operation of the Company.
9.2. Higher risk inherent in investment in unlisted securities
Universal Partners will typically invest in companies whose securities are not listed on
a securities exchange. Such companies are unlikely to be subject to the same disclosure
and governance standards that are generally applicable to listed businesses. These
investments may be difficult to value and to sell and the risk of investing in such
companies is generally higher than investing in listed or publicly traded companies.
The Company will mitigate this risk by ensuring that it follows a robust investment
process, including appropriate levels of due diligence and an active presence on the board
of investee companies.
In addition, due to the permanent capital structure and no defined period or term in which
the Company is required to exit the investments, the Company is able to exit the
investments at the right time in order to maximise value.
9.3. Investments may be sold at prices below acquisition cost
There can be no assurance that the Company’s investments will be sold at prices that
exceed their acquisition cost. Future performance, market conditions and political and
economic conditions are uncertain and may require the disposal of an investment at a
price below its acquisition cost.
The Company will mitigate this risk by paying a fair price for its investments and
ensuring that it is not put under undue pressure to sell an investment at the wrong time
in an economic cycle.
18
In addition, due to the permanent capital structure and no defined period or term in which
the Company is required to exit the investments, the Company is able to exit the
investments at the right time in order to maximise value.
9.4. Universal Partners may invest a portion of its assets in smaller less established
companies
Investment in such companies may involve greater risks than are generally associated
with investments in more established companies. Less established companies tend to
have smaller capitalisations and fewer financial resources and are accordingly more
prone to financial failure. Such companies also have shorter operating histories on which
to judge future performance and may face start-up related difficulties that are not faced
by established companies. Universal Partners has not established any minimum
capitalisation or trading history for the companies in which it will invest.
The Company will mitigate this risk by ensuring that its portfolio of investments is
appropriately diversified and that smaller investments constitute a relatively small
portion of its overall assets.
9.5. Universal Partners may invest alongside third parties, including consortia of
private equity investors, joint ventures or other entities
Such investments may involve risks in connection with such third party involvement,
including the possibility that a third party co-venturer may experience financial, legal or
regulatory difficulties, resulting in a negative impact on such investment. There is also a
risk that a third party investor’s investment objectives may diverge from those of
Universal Partners.
The Company will mitigate this risk by following a careful selection process as regards
third party investors and ensuring that the terms of its relationships with them are
regulated by means of appropriate legal agreements.
9.6. Each investee company’s day-to-day operations will be the responsibility of the
investee company’s own management team
Although Universal Partners, through its Investment Manager, will be responsible for
monitoring the performance of each investee company, there can be no assurance that
the management team of each investee company will be able to execute in accordance
with the Company’s approved business plan.
Universal Partners will mitigate this risk by investing in companies with strong,
competent management teams and by securing, where practicable, the right to make
changes to the management team should this become necessary. The Company will also
incentivise the management of investee companies so as to create an alignment of
interests. These incentives will include long term incentives and vesting periods where
possible. Universal Partners will also ensure that the management of the underlying
businesses sign appropriate service and restraint of trade agreements.
19
10. Shareholding and funding
On incorporation, the Company was capitalised by 100 ordinary shares of no par value in an
amount of GBP 1.00 each, all of which were issued to Marc Ooms. Marc is an investor in
European markets, offering access to UK and European investment opportunities, further details
of whom are included in Annexure E. Prior to listing on the SEM, a further 450 000 shares will
be issued.
The proceeds of the capital raised since incorporation will be invested in listed securities, as
detailed in Annexure D.
On listing on the AltX, the Company intends to raise the ZAR equivalent of GBP 80 million in
additional equity capital through the issue of new shares by way of private placement. The
proceeds of such private placement will be invested in line with the Company’s investment
policy, as detailed in paragraph 5 above.
Thereafter, the Company will undertake periodic equity capital raisings as the board considers
appropriate in order to meet the investment goals and strategy of the Company.
On listing on the JSE, the Company anticipates completing a private placement with sufficient
number of shareholders in order to meet both the SEM and AltX’s spread requirements.
11. Financial data
Annexure B sets out the pro forma statement of financial position of the Company taking into
account the impact of the listing on the SEM, the listing on the JSE and the initial private
placement on the financial information of the Company as at 25 April 2016.
The forecast financial statements, set out in Annexure C, are a high-level representation of the
expected statement of financial position and statement of comprehensive income for the financial
periods ending 30 June 2017, 30 June 2018 and 30 June 2019.
The board of directors are of the opinion that the forecast financial information presented is based
on reasonable assumptions and therefore provides potential investors with useful information
regarding their investment decision. Financial forecasts are by their nature uncertain and
therefore no representations or warranties are provided in connection with these forecasts. Details
of the major assumptions used are provided in Annexure C.
The pro forma and forecast financial information is the responsibility of the directors of Universal
Partners. The pro forma and forecast financial information has been prepared using accounting
policies that comply with the International Financial Reporting Standards and that are consistent
with the Company’s anticipated accounting policies.
As the Company is newly incorporated there are no audited historical financial statements.
12. Investment Management Agreement
20
Universal Partners will appoint the Investment Manager to identify and recommend investment
opportunities that meet the criteria set out in the Company’s investment policy, as well as to
manage and supervise the day to day operations of the Company’s business. The agreement with
the Investment Manager will be on an arms-length basis, subject to normal commercial terms
that are typical in the international private equity industry.
Where the Company elects to pursue such opportunities, the Investment Manager will manage
the process of making the investments and reporting on the status and value of each investment
held in the Company’s portfolio at regular intervals, as agreed with the Company’s Investment
Committee. The Investment Manager will also provide ongoing advice for the period that an
investment is held by the Company. Where the Company decides to dispose of an investment,
the Investment Manager will manage the disposal process on behalf of the Company.
In return for providing these services, the Investment Manager will charge the Company an
annual fee, payable quarterly in advance, of 2% of the value of funds invested in long-term
investments and 0.9% of the value of funds invested in short-term liquid investments and/or cash.
In addition, on realisation of each investment, the Company will pay the Investment Manager a
performance fee equivalent to 20% of the net return above a hurdle rate of an IRR of 8% (in
GBP), calculated over the duration of the period that the investment was held. The hurdle rate is
calculated by adding the UK 10 year gilt yield (currently around 1,5%) and an equity risk
premium of 6,5%, reflecting the relatively higher risk and lower levels of liquidity inherent in
private equity investments.
Where the Investment Manager becomes entitled to a performance fee on the realisation of an
investment, 80% of the fee will be paid in cash, with 20% deferred. The deferred amount will be
invested in Universal Partners, by way of the issue to the Investment Manager of such number of
shares in the Company which, at the then market value of such shares, equals 20% of the
performance fee. Such shares will be subject to a lock-up period of three years, calculated from
the date of their issue, during which time the Investment Manager shall not be entitled to sell or
otherwise dispose thereof. On expiry of the lock-up period, the Investment Manager may deal in
those shares without restriction (but in compliance with the SEM and JSE Listings Particulars).
Unless terminated by either party in certain specified circumstances, the appointment of the
Investment Manager will subsist for an initial period of 10 years, whereafter (unless notice is
given otherwise) it will be automatically renewed for a further period of 10 years.
13. Personnel
The board of the Company will be responsible for the management of the Company and strategic
decision-making and implementation. The board will utilise the services of the Investment
Manager to manage both the assets of the Company and the implementation of the investment
objective and strategy described above, in accordance with the terms of the investment
management agreement. Final decisions regarding acquisitions and disposals will be taken by the
Investment Committee, acting under a delegated mandate from the board, with due regard to the
Company’s investment policy and objectives.
21
The Investment Manager will operate with appropriately qualified investment professionals.
Details of the directors of the Company, including those directors on the Investment Committee,
are set out in Annexure E and the details of the directors of the Investment Manager are set out
in Annexure F.
14. Key service providers
14.1. Company Secretary
It is anticipated that the board will leverage off existing operations within its duly
appointed Company Secretary in Mauritius, Intercontinental Trust Limited (“ITL”), and
its associated companies.
ITL is licensed by the Mauritius Financial Services Commission to provide a
comprehensive range of financial and fiduciary services to international businesses. All
administrative business functions of the Company shall be carried out by ITL in
Mauritius.
14.2. Other third party service providers
It is envisaged that the Company will outsource a number of functions to specialist third
party service providers. Such service providers may include, without limitation, investor
relations managers, company administrators, legal counsel, accountants and auditors,
administration and financial service providers, and bankers. The Company may also
employ the services of a global securities broker and custodian for the trading and
custody of listed, unlisted, over the counter securities, and corporate or real estate bonds.
In this regard, the board will engage only with reputable, internationally-recognised
institutions with established track records for the provision of such services.
15. Regulatory framework
The Company will comply with the Listing Rules of the SEM, as its primary regulator, and the
Listings Requirements of the JSE, as its secondary regulator. The Company is fully committed
to complying with The Report on Corporate Governance for Mauritius. Given that the Company
is a GBL1 registered company under the Mauritian Financial Services Act 2007, it is governed
by the Mauritian Companies Act and regulated by the Mauritian FSC.
22
Annexure A
STRUCTURE DIAGRAM
Investors on the
Mauritian Register
Investors on the South
African Register
Universal Partners Ltd
SEM Primary Listing JSE Secondary Listing
ARGO Investment
Managers
Portfolio of private equity
investments
Investment management agreement
Investment management
fee
23
{R264/00180935.DOC/BLANK/TD}
Annexure B
PRO FORMA STATEMENT OF FINANCIAL POSITION
Set out below is the pro forma statement of financial position of the Company taking into account the impact of the listing on the SEM, the listing on the JSE
and the SA private placement on the financial information of the Company as at 25 April 2016.
Before pro for
adjustments
Adjustments for
the listing on
the SEM
Investment of
net cash raised
Adjustments for
listing on the
JSE and SA
private
placement
Adjustments for
the payment of
listing costs and
raising fees
Pro forma after
the listing on
the JSE and the
SA private
placement
GBP GBP GBP GBP GBP GBP
ASSETS Non-current assets Investments - - 200 000 - - 200 000
Current assets 100 407 450 (200 000) 80 000 000 (686 140) 79 521 410
Cash and cash equivalents 100 407 450 (200 000) 80 000 000 (686 140) 79 521 410
Total Assets 100 407 450 - 80 000 000 (686 140) 79 721 410
24
24
EQUITY
Equity attributable to equity
holders of company 100 407 450 - 80 000 000 (686 140) 79 721 410
Stated capital 100 407 450 - 80 000 000 (686 140) 79 721 410
Retained earnings - - - - - -
LIABILITIES
Trade and other payables - - - - - -
Total Equity and Liabilities 100 407 450 - 80 000 000 (686 140) 79 721 410
Number of shares in issue 100 450 000 - 80 000 000 80 450 100
Net asset value per share 1.00 0.99
Notes and assumptions:
1. For the purposes of this pro forma statement of financial position, it is assumed that the listing on the SEM, the listing on the JSE and the SA private
placement took place on 30 June 2016. 2. Exchange rates of ZAR 22.00 : GBP 1.00 and USD1.4 : GBP 1.00 are assumed. 3. The "Before pro forma adjustments" financial information has been extracted without adjustment from the unaudited statement of financial position as
at 25 April 2016, which were prepared by the Mauritian company secretary. 4. 100 shares were issued at incorporation at an issue price of GBP 1.00. An additional 450 000 shares will be issued at an issue price of GBP 1.00 prior
to listing on the SEM.
25
25
5. In terms of the SA private placement, Universal Partners intends raising GBP 80 million. For purposes of this pro forma statement of financial position, it has been assumed that these shares will be issued at the ZAR equivalent of GBP 1.00.
6. It is assumed that the SEM costs (including expenses of the SEM listing, establishment of the Mauritian vehicle and Mauritian government fees) will be settled from the proceeds raised before listing on the SEM and that the JSE costs will be settled from the proceeds raised in the SA private placement. These estimated transaction costs have been deducted from stated capital in line with IAS 39. The market value of the shares of the Company as at 25 April 2016 is still GBP 450 100..
7. For purposes of this pro forma statement of financial position, it is assumed that GBP 200 000 is invested in listed global equities (as more fully detailed in Annexure D of the business plan to which this pro forma statement of financial position is annexed) before listing on the JSE.
8. The breakdown for the listing costs and raising fees of GBP 686 140 is as follows:-
Corporate advisory and sponsor fee Java Capital 318 000
Bookrunner fee* Java Capital 344 000
Independent reporting accountants’ fee Grant Thornton 3700
South African legal advisory fee Fluxmans Attorneys 2650
JSE documentation fee JSE 5140
JSE listing fee JSE 1300
Printing, publication, distribution and advertising
costs
Ince 2650
SA transfer secretarial fee Computershare 1300
Banking costs for Vostro account and SARB
reporting
Standard Bank 7400
26
{R264/00180935.DOC/BLANK/TD}
Annexure C
FORECAST FINANCIAL DATA
Set out below is the forecast statement of financial position and the forecast statement of comprehensive income of the Company (“forecasts”) for the periods ended 30 June 2017, 30 June 2018 and 30 June 2019. Forecast statement of financial position
30 June 2017 30 June 2018 30 June 2019
GBP GBP GBP
ASSETS
Non-current assets
Investments at fair value 18 400 000 48 760 000 95 174 000
Current assets 62 836 627 37 294 456 756 723
Trade and other receivables - - -
Cash and cash equivalents 62 836 627 37 294 456 756 723
Total Assets 81 236 627 86 054 456 95 930 723
EQUITY
Equity attributable to equity
holders of company 81 236 627 86 054 456 95 930 723
Stated capital 79 721 410 79 721 410 79 721 410
Retained earnings 1 515 217 6 333 046 16 209 313
LIABILITIES
Trade and other payables - - -
Total Equity and Liabilities 81 236 627 86 054 456 95 930 723
Net asset value per share 1.01 1.07 1.19
27
27
Forecast statement of comprehensive income
30 June 2017 30 June 2018 30 June 2019
GBP GBP GBP
REVENUE 3 037 214 6 748 366 12 446 945
P/L from fair value adjustments of
investments 2 400 000 6 360 000 12 414 000
Interest revenue 637 214 388 366 32 945
EXPENSES (1 521 998) (1 930 538) (2 570 678)
Audit fees (20 000) (20 600) (21 218)
Consulting and Legal Fees (90 909) (93 636) (96 445)
Advertising and marketing related
expenses (15 909) (16 386) (16 878)
JSE related fees (12 276) (12 644) (13 024)
SEM related fees (24 176) (24 902) (25 649)
Management fees (944 000) (1 335 200) (1 957 480)
Travel expenses (127 273) (131 091) (135 024)
Operational expenses (32 727) (33 709) (34 720)
Payroll expenses (incl. directors
fees) (254 727) (262 369) (270 240)
P/L BEFORE TAX 1 515 216 4 817 829 9 876 267
TAX - - -
TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD 1 515 216 4 817 829 9 876 267
Basic earnings per share 0.019 0.060 0.123
For the purposes of the forecasts, the following key assumptions have been made:
1. The forecasts have been prepared in accordance with the framework concepts and measurement
and recognition requirements of International Financial Reporting Standards (IFRS). 2. Exchange rates of ZAR 22.00 : GBP 1.00 and USD1.4 : GBP 1.00 are assumed. 3. It has been assumed that the 2016 funding requirement is GBP 80 million, which capital will be
raised on listing on the AltX. It is assumed no further capital is raised during the forecast period. 4. The internal rate of return on investments made is assumed at 15% per annum. Inflation of 3% per
annum is assumed.
28
28
5. It is assumed that there is no gearing for the purpose of forecasts. Gearing will be considered by the Board in consultation with the Investment Manager on an investment-by-investment-basis. At present no such investment opportunities exist and it would not be prudent to include them in forecasts.
6. It is assumed that no dividends will be received from underlying investments. 7. It is assumed that no investments will be realised for the forecast period. Accordingly, IFRS2
liability has not been calculated as the future share price cannot be predicted and there is no visibility as to when divestments will occur.
8. An effective Mauritian corporate tax rate of 3% has been assumed. However, assumed that no tax will be payable for the forecast period, as profits are accounting profits only.
9. It is assumed that the initial GBP200 000 investment in listed global equities (as more fully detailed in Annexure D of the business plan to which this pro forma statement of financial position is annexed) is liquidated during Year 1, with no gains or losses made.
10. The Investment Management fee is assumed to be 2% of long-term invested funds per annum, and 0.9% of short-term invested funds and/or cash per annum. It is assumed that 20% of funds will be invested by the year ended 30 June 2017, 50% of funds invested by the year ended 30 June 2018 and 92.5% of funds invested by the year ended 30 June 2019. No carry fee has assumed to be paid to the Investment Manager for the forecast period.
11. Interest on surplus cash is assumed at 1%, which is based on UK interest rates on individual notice and fixed deposits.
29
{R264/00180935.DOC/BLANK/TD}
Annexure D
DETAILS OF THE INITIAL INVESTMENTS
Name Ticker Country Sector Exchange Currency Market Cap
(GBP) Electra Private Equity Plc ELTA UK Private Equity London GBP 1 336 000 000
30
{R264/00180935.DOC/BLANK/TD}
Annexure E
DETAILS OF THE DIRECTORS OF THE COMPANY
Director name, age,
nationality and
qualification Role
Business
address Occupation and experience
Pierre Joubert (50)
South African
B.Comm, CA (SA)
Chief Executive
Officer
Capital Hill,
5th Floor
6 Benmore
Road
Benmore
South Africa
Prior to his appointment as CEO
of the Company, Pierre joined the
Richmark Group of companies in
November 2015 in the position of
Chief Investment Officer.
Previously, Pierre spent 13 years
at Rand Merchant Bank, a
divisions of FirstRand Bank
Limited (“RMB”), fulfilling
various roles including those of
senior transactor in the Corporate
Finance division, 5 years as the
Head of the Equities division and
3 years as the Co-Head of the
Global Markets division. Pierre
has been a member of the RMB
Investment Committee for the last
10 years, a position he continues
to hold. He is also a member of
the Ashburton Private Equity
Fund 1 Investment Committee.
During the period from May 1997
to October 2002 Pierre held
various executive positions at
Connection Group Holdings Ltd,
an information technology
retailer listed on the JSE
Securities Exchange. He held the
position of CEO of Connection
Group for 4 years, leading a
successful turnaround of the
business that culminated in the
group being bought by JD Group
Ltd.
31
{R264/00180935.DOC/BLANK/TD}
Pierre worked for various
companies in the Reunert Ltd
group during the period from
1992 to 1997, and completed his
articles with Deloitte prior to that.
Pierre is currently a South African
resident but intends relocating
permanently to Mauritius.
David Vinokur (37)
South African
B.Comm, B.Acc CA(SA)
Chief Financial
Officer
21 West
Street
Houghton
Johannesburg
2198
South Africa
In addition to his role as CFO,
David is also the CEO of Global
Capital (Pty) Ltd.
David obtained his Bachelor of
Commerce and Bachelor of
Accounting degrees at the
University of the Witwatersrand
in Johannesburg, South Africa.
After completing his articles at
PricewaterhouseCoopers, David
was certified as a Chartered
Accountant.
David left
PricewaterhouseCoopers and
joined Global Capital in February
2004.
His portfolio consists of a diverse
range of private companies in
many industries.
David currently sits on the Board
of Global Capital (Pty) Ltd,
National Airways Corporation
(Pty) Ltd, Informal Solution
Providers (Pty) Ltd (Informal
Solutions), KNR Flatrock (Pty)
Ltd, Quantified Living Products
(Pty) Ltd, Abela (Pty) Ltd, SAIL
Group (Pty) Ltd, Revfin (Pty)
Ltd, Global Capital
Empowerment (Pty) Ltd and Blue
Chip Holdings (Pty) Ltd.
David is also a member of the
Investment Committees of Global
Capital (Pty) Ltd, Global
Empowerment (Pty) Ltd, Revfin
32
{R264/00180935.DOC/BLANK/TD}
(Pty) Ltd and Abela (Pty) Ltd. He
has previously been on the Board
of Morecorp (Pty) Ltd (comprises
the World of Golf, Pro Shop and
Cycle Lab), Du Pont Telecom
(Pty) Ltd, Pilot Crushtec (Pty) Ltd
and Cell Network (Pty) Ltd.
David is a South African resident.
Andrew Birrell (46)
British and South African
Bachelor of Business
Science (Actuarial)
FFA, FASSA, CERA
Executive
director
Quayside House 6 Hope Street Castletown Isle of Man IM9 1AS
Andrew has over 26 years’
experience in various executive
and non-executive roles, across
the life insurance, general
insurance, health insurance, stock
broking, asset management, and
retail online banking industries, in
South Africa, the UK,
Scandinavia, Canada, Ireland and
Australia. He assumes the role of
chairman of Assupol Life Limited
and Assupol Holdings Limited,
both based in South Africa, with
effect from 1 July 2016. His most
recent role was as CFO of
Guardian Financial Services, a
Cinven sponsored UK life
insurance consolidator that was
sold to Swiss Re in early January
2016. Previous roles include
Group Chief Actuary and Group
CRO of Old Mutual plc, CRO of
Old Mutual South Africa Limited,
COO and CFO of Investec
Securities Limited and CFO of
Capital Alliance Holdings
Limited and Capital Alliance Life
Limited. Andrew is a Fellow of
the Institute and Faculty of
Actuaries, United Kingdom, the
Actuarial Society of South Africa
and an Associate of the Society of
Actuaries, USA. He is a
Chartered Enterprise Risk
Analyst (CERA). Andrew is a
33
{R264/00180935.DOC/BLANK/TD}
British and South African
national and resides in London.
Larry Nestadt (65)
South African
Non-Executive
Chairman and
member of the
Investment
Committee
21 West
Street
Houghton
Johannesburg
2198
South Africa
Larry has a long and successful
corporate career, both in South
Africa and internationally. Larry
is a co-founder and former
Executive Director of Investec
Bank Limited. In addition, Larry
was instrumental in the creation
and strategic development of a
number of listed companies such
as Capital Alliance Holdings
Limited, Super Group Limited,
HCI Limited, SIB Holdings
Limited and Global Capital
Limited, in addition to having
served as past chairman on the
boards of these companies. He is
the current Executive Chairman
of Global Capital (Pty) Ltd.
Larry sat on the boards of the
aforementioned companies, as
well as those of Softline Limited,
JCI Limited and Abacus
Technologies Holdings Limited.
Larry was a former director on a
number of non-listed company
boards both internationally and
locally. Larry is the current
Chairman of the Morecorp
Group, Melrose Nissan,
SellDirect Marketing (Pty Ltd),
National Airways Corporation
(Pty) Ltd, Placo Holdings (Pty)
Ltd and Blue Label Telecoms Ltd.
Larry is a member of the World
Presidents Organisation, Lloyds
of London (since 1983) and is an
honorary Colonel in the South
African Airforce.
Larry is a South African resident.
34
{R264/00180935.DOC/BLANK/TD}
Marc Ooms (64)
Belgian
BSc (Business
Administration)
Independent
Non-Executive
Director and
member of the
Investment
Committee
Pauwstraat 17
Vilvoorde
Belgium
Marc Ooms was General Partner
of the Petercam Group, a Benelux
Investment Bank that was the
largest independent broker and
private banker in the region, with
€15 billion under management;
managing-director of Petercam
Belgium N.V. and Chairman of
Petercam Bank Nederland. He
retired at the age of 60 at the
beginning of 2011.
Marc is currently a member of the
Board of Directors of (i) Sea-
Invest Corporation (Luxemburg),
the largest European stevedoring
group in bulk and fruit, also active
in Africa; BMT International NV
(gears, transmissions,
aeronautics, moulds for the glass
industry); (ii)
Greenyard Foods NV (world
leader in distribution of fresh,
frozen and canned food, listed on
Euronext); (iii) Baltisse NV (a
private equity fund with €2 billion
under management; and (iv) The
Fruit Farm Group NV (fruit farms
in Argentina, Brazil, Costa Rica,
Suriname, Turkey and South
Africa)
Marc is a Belgian national and resides in that country.
Neil Page (61)
South African
B Comm, CAIB (SA), Dip
SAIM
Independent
Non-Executive
director and
member of the
Investment
Committee
8 Melville
Road
Illovo
2196
South Africa
Neil gained marketing experience
with Ford Motor Company prior
to entering the banking industry
in 1978.
Subsequently, Neil has gained
extensive experience in
commercial banking including
retail, corporate and international
banking. Neil has specialised in
private equity since 1985, when
he joined the MBO division of
35
{R264/00180935.DOC/BLANK/TD}
Barclays Merchant Bank, which
subsequently became Firstcorp
Capital, the forerunner of Ethos
Private Equity (Pty) Ltd.
In 1989 he co-founded what is
today RMB Corvest, a leading
private equity investor in South
Africa. Neil has been the
Managing Director of this
company since inception.
Neil sits on the boards of various
RMB Corvest investee companies
and the boards of the subsidiary
companies making up the RMB
Corvest Group of Companies.
Neil has been a member of the
RMB Investment Committee for
a number of years, a position he
continues to hold.
Neil is a South African citizen and
resident.
Peter Gain (41)
British and South African
B. Bus Sc. (Hons)
Independent
Non-Executive
director and
member of the
Investment
Committee
22 Ilchester
Plcae,
London,
W148AA,
United
Kingdom
Peter Gain is an experienced entrepreneur who has over the past two decades built businesses, led a number of significant corporate transactions, fund raisings, listings, asset sales, mergers and group restructurings in sectors as diverse as mining and resources, agriculture and food processing, warehousing and logistics, telecoms and media, dental and medical services, financial services and funds management. In addition to his current directorship activities within the Belgian listed Greenyard Foods NV Group, Peter is the Chairman of Draper Gain Investments Ltd, Newnham Ellis Limited and Dentex Healthcare Group Limited, all investment groups focusing on private equity opportunities in the United Kingdom. He is also the
36
{R264/00180935.DOC/BLANK/TD}
Deputy Chairman of General Pacific Capital Limited, a trust and financial services group based in Monaco, and serves as a board member on various privately held companies around the world.
Andrew Dunn (45)
South African
B.Comm
Non-Executive
director and
member of the
Investment
Committee
Capital Hill,
5th Floor
6 Benmore
Road
Benmore
South Africa
Andrew is the Group CEO of
Richmark Holdings and
Executive Chairman of DNI.
Andrew began his career in 1994
by founding Miltrans, a logistics
business which he later sold to
Super Group. On leaving Super
Group he joined the Premier
Foods MBO, which was later sold
to Brait S.A.
He jointly founded DNI in 2006.
He was appointed as the Group
CEO of Richmark Holdings in
February 2013. Andrew sits on
various Boards, notably
Barloworld Transport Solutions
and National Airways
Corporation.
Andrew is a South African
resident.
Françoise Chan (48)
Mauritian
MSc DEA TEP
Non-Executive
Director
Level 3,
Alexander
House, 35
Cybercity,
Ebene 72201,
Mauritius
Françoise is an Executive
Director of Intercontinental Trust
Ltd (ITL). She has joined the
Global Business Sector in
Mauritius since 1994 and has
since been assisting
multinationals, fund managers
and high net worth individuals in
the structuring and administration
of companies, funds and trusts in
Mauritius. Prior to joining ITL,
Francoise held senior positions in
a management company, which
was the local representative firm
of Arthur Andersen and in the
37
{R264/00180935.DOC/BLANK/TD}
International Banking Division of
Barclays Bank Plc. Françoise is a
member of both the International
Fiscal Association (IFA) and the
Society of Trust and Estate
Practitioners (STEP) and serves
as director on the board of several
Global Business companies.
Kesaven Moothoosamy
(33)
Mauritian
BSc, FCCA
Non-Executive
Director
Level 3,
Alexander
House, 35
Cybercity,
Ebene 72201,
Mauritius
Kesaven was until June 2016, a
Senior Manager in the Capital
Markets Advisory team of ITL.
For the past 11 years, in the
Mauritius financial services
industry, he has acquired
experience ranging from fund
formation and administration,
fund accounting, Mauritius
regulatory matters, investment
structuring, transaction advisory
to capital raising and listing on
Securities Exchanges. He is
actively involved on various
initiatives to enhance the
attractiveness of the Stock
Exchange of Mauritius. He is also
a board member of SEM listed
companies and a number of funds
established in Mauritius.
He graduated from the University
of Mauritius with a B.Sc (Hons)
in Accounting with Information
System. He is also a fellow
member of the Association of
Chartered Certified Accountants
UK (FCCA), a member of the
Mauritius Institute of
Professional Accountants
(MIPA) and Member of the
Mauritius Institute of Directors.
(MiOD).
38
Annexure F
DETAILS OF THE DIRECTORS OF THE INVESTMENT MANAGER
Director name, age,
nationality and
qualification Role
Business
address Occupation and experience
Pierre Joubert (50)
South African
B.Comm, CA (SA)
Chief Executive
Officer
Capital Hill, 5th
Floor, 6
Benmore
Road,
Benmore,
South Africa
Prior to his appointment as CEO of the
Company, Pierre joined the Richmark
Group of companies in November
2015 in the position of Chief
Investment Officer. Previously, Pierre
spent 13 years at Rand Merchant Bank,
a divisions of FirstRand Bank Limited
(“RMB”), fulfilling various roles
including those of senior transactor in
the Corporate Finance division, 5 years
as the Head of the Equities division and
3 years as the Co-Head of the Global
Markets division. Pierre has been a
member of the RMB Investment
Committee for the last 10 years, a
position he continues to hold. He is also
a member of the Ashburton Private
Equity Fund 1 Investment Committee.
During the period from May 1997 to
October 2002 Pierre held various
executive positions at Connection
Group Holdings Ltd, an information
technology retailer listed on the JSE
Securities Exchange. He held the
position of CEO of Connection Group
for 4 years, leading a successful
turnaround of the business that
culminated in the group being bought
by JD Group Ltd.
39
Pierre worked for various companies in
the Reunert Ltd group during the
period from 1992 to 1997, and
completed his articles with Deloitte
prior to that.
Pierre is currently a South African
resident but intends relocating
permanently to Mauritius.
David Vinokur (37)
South African
B.Comm, B.Acc
CA(SA)
Executive
Director
21 West Street
Houghton
Johannesburg
2198
In addition to his role as CFO, David is
also the CEO of Global Capital (Pty)
Ltd.
David obtained his Bachelor of
Commerce and Bachelor of
Accounting degrees at the University
of the Witwatersrand in Johannesburg,
South Africa. After completing his
articles at PricewaterhouseCoopers,
David was certified as a Chartered
Accountant.
David left PricewaterhouseCoopers
and joined Global Capital in February
2004.
His portfolio consists of a diverse range
of private companies in many
industries.
David currently sits on the Board of
Global Capital (Pty) Ltd, National
Airways Corporation (Pty) Ltd,
Informal Solution Providers (Pty) Ltd
(Informal Solutions), KNR Flatrock
(Pty) Ltd, Quantified Living Products
(Pty) Ltd, Abela (Pty) Ltd, SAIL Group
(Pty) Ltd, Revfin (Pty) Ltd, Global
Capital Empowerment (Pty) Ltd and
Blue Chip Holdings (Pty) Ltd.
David is also a member of the
Investment Committees of Global
Capital (Pty) Ltd, Global
Empowerment (Pty) Ltd, Revfin (Pty)
Ltd and Abela (Pty) Ltd. He has
40
previously been on the Board of
Morecorp (Pty) Ltd (comprises the
World of Golf, Pro Shop and Cycle
Lab), Du Pont Telecom (Pty) Ltd, Pilot
Crushtec (Pty) Ltd and Cell Network
(Pty) Ltd.
David is a South African resident.
Andrew Birrell (46)
British and South
African
Bachelor of Business
Science (Actuarial)
FFA, FASSA, CERA
Executive
director
Quayside House 6 Hope Street Castletown Isle of Man IM9 1AS
Andrew has over 26 years’ experience
in various executive and non-executive
roles, across the life insurance, general
insurance, health insurance, stock
broking, asset management, and retail
online banking industries, in South
Africa, the UK, Scandinavia, Canada,
Ireland and Australia. He assumes the
role of chairman of Assupol Life
Limited and Assupol Holdings
Limited, both based in South Africa,
with effect from 1 July 2016. His most
recent role was as CFO of Guardian
Financial Services, a Cinven sponsored
UK life insurance consolidator that was
sold to Swiss Re in early January 2016.
Previous roles include Group Chief
Actuary and Group CRO of Old
Mutual plc, CRO of Old Mutual South
Africa Limited, COO and CFO of
Investec Securities Limited and CFO
of Capital Alliance Holdings Limited
and Capital Alliance Life Limited.
Andrew is a Fellow of the Institute and
Faculty of Actuaries, United Kingdom,
the Actuarial Society of South Africa
and an Associate of the Society of
Actuaries, USA. He is a Chartered
Enterprise Risk Analyst (CERA).
Andrew is a British and South African
national and resides in London.
Larry Nestadt (65)
South African
Non-Executive
Director
21 West Street
Houghton
Larry has a long and successful
corporate career, both in South Africa
41
Johannesburg
2198
and internationally. Larry is a co-
founder and former Executive Director
of Investec Bank Limited. In addition,
Larry was instrumental in the creation
and strategic development of a number
of listed companies such as Capital
Alliance Holdings Limited, Super
Group Limited, HCI Limited, SIB
Holdings Limited and Global Capital
Limited, in addition to having served as
past chairman on the boards of these
companies. He is the current Executive
Chairman of Global Capital (Pty) Ltd.
Larry sat on the boards of the
aforementioned companies, as well as
those of Softline Limited, JCI Limited
and Abacus Technologies Holdings
Limited. Larry was a former director
on a number of non-listed company
boards both internationally and locally.
Larry is the current Chairman of the
Morecorp Group, Melrose Nissan,
SellDirect Marketing (Pty Ltd),
National Airways Corporation (Pty)
Ltd, Placo Holdings (Pty) Ltd and Blue
Label Telecoms Ltd. Larry is a member
of the World Presidents Organisation,
Lloyds of London (since 1983) and is
an honorary Colonel in the South
African Airforce.
Larry is a South African resident.
Brett Levy (41)
South African
Non-Executive
director
75 Grayston
Drive
Sandton
2146
Brett, the joint CEO of Blue Label
Telecoms, has an impressive
entrepreneurial history. Having
founded and operated a number of
small businesses from the early 1990’s,
he has been involved in a wide
spectrum of industries ranging from the
distribution of fast-moving consumer
goods to electronic insurance
42
replacement. His achievements have
seen him secure a number of
prestigious awards, including the
ABSA Bank Jewish Entrepreneur of
the Year Award (2003) and more
recently, the ABSA Jewish Business
Achiever Non-Listed Company Award
(2007), which he won jointly with his
brother and business partner Mark
Levy. Brett was nominated, with his
brother, as an Ernst & Young World
Entrepreneur SA Finalist for 2007.
In 2010 he received the Liberty Life
Award for a Remarkable Success Story
in the David Awards and was a finalist
in the Top Young Entrepreneur
category of the African Access
National Business Awards. In 2011 he
and Mark shared the Top Entrepreneur
accolade in the African Access
National Business Awards.
Brett joined the Blue Label Telecoms
board on its establishment in 2007 and
is a director of various local and
international Group companies.
Brett is a South African resident.
Smitha Algoo-
Bissounauth (32)
Mauritian
B.Sc (Hons)
Non-Executive
Director
Level 3,
Alexander
House, 35
Cybercity,
Ebene 72201,
Mauritius
Smitha joined Intercontinental Trust
Limited in 2006 and is currently a
Manager in the Corporate Services
Department. She leads a team in the
Corporate Services Department and
oversees the operations division such
as incorporation of companies,
advising on company structures,
regulatory matters and corporate
administration global business
companies. She graduated from the
University of Mauritius with a B.Sc
(Hons) in Accounting and Finance and
is an Associate Member of the Institute
43
of Chartered Secretaries and
Administrators, UK.
Karene Figaro (31)
Mauritian
B.Sc (Hons), Masters,
ACCA
Non-Executive
Director
Level 3,
Alexander
House, 35
Cybercity,
Ebene 72201,
Mauritius
Karene Figaro has over 5 years’
experience in the Financial Services
sector. She joined Intercontinental
Trust Limited (“ITL”) in 2014 and is
currently a Manager in the Fund
Administration Department. She
supervises the operations aspect of
ITL’s Fund Administration
Department, such as servicing clients
on a day-to-day basis, advising on fund
structures and regulatory matters,
reviewing fund documents and
providing fund accounting services.
Prior to her appointment at ITL, she
acted as Financial Manager for one of
the leading real estate companies in
Mauritius, where she gained extensive
experience in the property
management field. She is currently a
board member of a listed company and
also of various global business
companies established in Mauritius.
Karene holds a Masters in International
Business from Curtin University,
Australia and graduated from the
University of Mauritius with a BSc
(Hons) in Accounting and Information
Systems. She is also a member of the
Association of Chartered Certified
Accountants (ACCA).