May 25, 2018 - requirements of the US Securities Act. The Ordinary Shares have not been, and ... of the Financial Servic
Libstar Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2014/032444/06) (JSE share code: LBR) (ISIN: ZAE000250239) ("Libstar" or the "Company") UPDATE ON STABILISATION
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA, OR ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Canada, Japan or Australia. Unless otherwise indicated, defined terms used in this announcement are as set out in the pre-listing statement of Libstar, dated 24 April 2018 (“Pre-listing Statement”). Further to the Pre-listing Statement, the pricing announcement dated 4 May 2018 and the listing of Libstar on the JSE on 9 May 2018, shareholders are herewith provided with an update on the stabilisation action undertaken by the Stabilisation Manager: As at the close of trading on Monday, 21 May 2018, the Stabilisation Manager had, in terms of the Sponsor and Placement Agreement, repurchased in full 36,532,298 Ordinary Shares comprising the Over-allotment Option.
25 May 2018 Johannesburg
Joint Global Co-ordinators and Joint Bookrunners J.P. Morgan Securities plc The Standard Bank of South Africa Limited Stabilisation Manager and Transaction Sponsor The Standard Bank of South Africa Limited South African Legal Advisors to the Company Cliffe Dekker Hofmeyr Inc. US and English Legal Advisors to the Company Clifford Chance LLP South African Legal Advisors to the Joint Global Co-ordinators and Joint Bookrunners Webber Wentzel US and English Legal Advisors to the Joint Global Co-ordinators and the Joint Bookrunners Linklaters LLP DISCLAIMER: The contents of this announcement have been prepared by and are the sole responsibility of Libstar. This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of Libstar in any jurisdiction. This announcement is not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia, or any other jurisdiction where it may be unlawful to distribute this announcement. The distribution of this announcement may be subject to specific legal or
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regulatory restrictions in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities to any person in the United States, Canada, Japan or Australia, or in any jurisdiction to whom or in which such offer, solicitation or sale would be unlawful. The Ordinary Shares may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) or offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or under the applicable securities laws of Canada, Japan or Australia. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Canada, Japan or Australia or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or Australia. There will be no public offer of securities in the United States, Canada, Japan and Australia. This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for Ordinary 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 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. In South Africa this announcement is directed only at persons falling within the exemptions set out in section 96(1)(a) and to whom the Offer is specifically addressed and by whom the Offer is capable of acceptance (all such persons being referred to as “relevant persons”). 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 a “registered prospectus”, as contemplated by the South African Companies Act. 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, 37 of 2002, as amended and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Ordinary 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. In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (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. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Japan or Australia. None of The Standard Bank of South Africa Limited or J.P. Morgan Securities plc (together, the “Banks”) or any of their respective affiliates, 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.
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Each of the Banks is acting exclusively for Libstar 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 Libstar 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. Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Standard Bank and J.P. Morgan will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
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