Wrap Text
Order book update and offer price guidance
Boxer Retail Limited
(formerly Boxer Retail Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2024/392006/06)
JSE share code: BOX
ISIN: ZAE000339891
(the "Company" or "Boxer" or the "Group")
ORDER BOOK UPDATE AND OFFER PRICE GUIDANCE
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in the
Company's pre-listing statement issued and made available on the Company's investor relations website
at www.boxerinvestor.co.za and on the investor relations website of Pick n Pay Stores Limited at
www.picknpayinvestor.co.za on Monday, 11 November 2024 (the "Pre-listing Statement").
With reference to the Pre-listing Statement and to the corresponding announcement released by the
Company on SENS on 11 November 2024 regarding its intention to list all of its issued Shares on the Main
Board of the JSE, with a secondary listing on A2X, by way of an Offer for subscription of such newly issued
Shares to select investors, Boxer announced an Offer Price Range of ZAR42.00 to ZAR54.00 per Offer
Share.
The Company hereby informs qualifying investors that current orders submitted below ZAR54.00 per Offer
Share risk receiving no allocation of Offer Shares on closing of the Offer. The order book is multiple times
covered at the top end of the Offer Price Range. An Offer Price at the top end of the Offer Price Range
would result in the issue of up to 157,407,408 Offer Shares representing up to 34.4% of the Company's
issued share capital immediately following Admission (assuming the Overallotment Option is exercised in
full).
The bookbuild process in relation to the Offer will close at 12:00 South African Standard Time on Friday, 22
November 2024. Further details on the implementation of the Offer and Admission can be found in the Pre-
listing Statement. A further announcement, setting out the final Offer Price and the final number of Offer
Shares to be issued and delivered to successful applicants in the Offer, will be released on SENS on
Monday, 25 November 2024.
20 November 2024
Durban
Joint Global Coordinators and Joint Bookrunners
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co. International plc
Absa Bank Limited, acting through its Corporate and Investment Banking division
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division
Sponsor and Stabilisation Manager
Rand Merchant Bank (a division of FirstRand Bank Limited)
South African legal adviser to the Company
Bowman Gilfillan Inc. t/a Bowmans
International legal adviser to the Company
Milbank LLP
South African legal adviser to Joint Global Coordinators and Joint Bookrunners
Webber Wentzel
International legal adviser to Joint Global Coordinators and Joint Bookrunners
Linklaters LLP
Independent Auditor
Ernst & Young Inc.
DISCLAIMER
Forward looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future
actions, including the Offer and Admission. All forward- looking statements are solely based on the views
and considerations of Boxer, and in particular as at the date hereof. These statements involve risk and
uncertainty as they relate to events and depend on circumstances that may or may not occur in the future.
Boxer does not undertake to update or revise any of these forward-looking statements publicly, whether to
reflect new information, future events or otherwise. These forward-looking statements have not been
reviewed or reported on by Boxer's or the PIK Group's external auditors.
Each of Boxer and the PIK Group 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.
Important information
The information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement does not, and is not intended to, constitute or form part of any offer, or invitation for or
solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, or issue,
any security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in connection
with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South
Africa, Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories
and possessions, any State of the United States and the District of Columbia) or any member state of the
European Economic Area) in contravention of applicable law, or where further action is required for such
purposes. The Offer referred to in this announcement will be implemented pursuant to the Pre-Listing
Statement.
This announcement is not the Pre-Listing Statement and does not contain all of the information required for
a pre-listing statement prepared in accordance with the relevant disclosure requirements under the JSE
Listings Requirements. This announcement is not for release, publication, or distribution, directly or
indirectly, in or into any jurisdiction outside of South Africa (including, without limitation, Australia, Canada,
Japan, the United Kingdom, the United States (including its territories and possessions, any State of the
United States and the District of Columbia) or any member state of the European Economic Area) if such
distribution is restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations
of such jurisdiction. If the distribution of this announcement and any accompanying documentation in or
into any jurisdiction outside of South Africa is restricted or prohibited by, or would constitute a violation of,
the laws or regulations of any such jurisdiction, such document is deemed to have been sent for information
purposes only and should not be copied or redistributed. Further, any persons who are subject to the laws
of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable
requirements or restrictions. Any failure to comply with the applicable requirements or restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority, other than the JSE.
This announcement does not take into account the investment objectives, financial situation or needs of
any particular person. Further, the contents of this announcement do not constitute legal advice or purport
to comprehensively deal with the legal, regulatory and tax implications of the Offer for any potential investor.
Recipients are accordingly advised to consult their professional advisors about their personal legal,
regulatory and tax positions regarding the matters contained in this announcement.
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
Companies Act, No. 71 of 2008, as amended ("Companies Act") or otherwise 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
Companies Act. Accordingly, this announcement does not constitute a "registered prospectus" or an
"advertisement" relating to an "offer to the public", as contemplated by the Companies Act. No prospectus
has been, or will be, filed with the South African Companies and Intellectual Property Commission in respect
of this information.
In South Africa this announcement is directed only at (i) persons falling within the exemptions set out in
section 96(1)(a) of the Companies Act or (ii) persons who subscribe, as principal, for shares at a minimum
aggregate subscription price of R1 000 000, as envisaged in section 96(1)(b) of the Companies Act (all
such persons in (i) and (ii) 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.
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, No. 37 of 2002, as amended,
and should not be construed as an express or implied recommendation, guide or proposal that the Offer,
or the present or future business or investments of the Group or the PIK Group, is appropriate to the
particular investment objectives, financial situations or needs of any prospective investor, and nothing in
this announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933
(the "U.S. Securities Act").
The Offer 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 U.S. Securities Act. There will be no
public offer of securities in the United States, Canada, Australia and Japan.
The issue or sale of Offer Shares in the Offer are subject to specific legal or regulatory restrictions in certain
jurisdictions. The Group assumes no responsibility in the event there is a violation by any person of such
restrictions. In the United Kingdom, this communication is being distributed to and is only directed at
persons who are "qualified investors" within the meaning of Article 2(e) of Regulation EU 2017/1129 as it
forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are also; (i)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order; and (iii) other persons to whom it may be lawfully communicated (all such persons in (i),
(ii) and (iii) above, together being referred to as "relevant persons"). In the United Kingdom, any invitation,
offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with
relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on
this communication or any of its contents.
In any member state of the European Economic Area, this communication is only addressed to and is only
directed at qualified investors in such member state within the meaning of the Prospectus Regulation EU
2017/1129, and no person that is not a qualified investor may act or rely on this communication or any of
its contents.
Any purchase of Shares in the proposed Offer should be made solely on the basis of the information
contained in the Pre-listing Statement. The information in this announcement is subject to change. Before
subscribing for or purchasing any Offer Shares, persons viewing this announcement should ensure that
they fully understand and accept the risks which are set out in the Pre-listing Statement when published.
No reliance may be placed for any purpose on the information contained in this announcement or its
accuracy or completeness.
The date of the Admission may be influenced by things such as market conditions. There is no guarantee
that Admission will occur and you should not base your financial decisions on the Company's intentions in
relation to Admission at this stage. Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount invested. Persons considering making such
investments should consult an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the Offer. The value of shares can
decrease as well as increase. Potential investors should consult a professional advisor as to the suitability
of the Offer for the person concerned.
None of the Joint Global Coordinators and Joint Bookrunners 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 Joint Global Coordinators and Joint Bookrunners is acting exclusively for the Company and the PIK
Group 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 the Company and the PIK
Group 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 the Joint Global Coordinators and Joint Bookrunners and any of their
respective affiliates, may take up a portion of the Shares as a principal position 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 the Company or related investments in connection with the Offer or otherwise. Accordingly,
references in the Pre-listing Statement 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 the Joint Global Coordinators and Joint Bookrunners and any of their respective
affiliates acting in such capacity. In addition, the Joint Global Coordinators and Joint Bookrunners 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 the Joint Global Coordinators and Joint Bookrunners 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.
In connection with the Offer, the Stabilisation Manager, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, effect transactions with a view to supporting the
market price of the Shares at a higher level than that which might otherwise prevail in the open market. The
Stabilisation Manager is not required to enter into such transactions and such transactions may be effected
on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any
time during the period commencing on the date of the commencement of conditional dealings of the Shares
on the Main Board of the JSE and ending no later than 30 calendar days thereafter. However, there will be
no obligation on the Stabilisation Manager or any of its agents to effect stabilising transactions and there is
no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced,
may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the
market price of the Shares above the offer price. Save as required by law or regulation, neither the
Stabilisation Manager nor any of its agents intends to disclose the extent of any stabilisation transactions
conducted in relation to the Offer.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained the underlying economic
assumptions relied upon therein.
Date: 20-11-2024 05:45:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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