PROSPECTUS. Reporting accountants and auditors to Holdsport

Transcription

1 Long4Life Limited (Incorporated in South Africa) (Registration number 2016/216015/06) Share code on the JSE: L4L ISIN: ZAE ( Long4Life or the Company ) PROSPECTUS The definitions and interpretations commencing on page 5 of this document apply to this Prospectus, including this cover page, except where the context indicates a contrary intention. The definitions and interpretations commencing on page 10 of the Scheme Circular to which this Prospectus is accompanied, do not apply to this Prospectus. This Prospectus is prepared and issued in terms of the Companies Act for the purpose of giving information to Scheme Participants with regard to the Company. This Prospectus is not an invitation to the public to subscribe for shares or other securities in the Company. Shareholders are referred to the Scheme Circular to which this Prospectus is accompanied for information regarding the Scheme. In this regard, the Holdsport Board proposes a scheme of arrangement in terms of section 114 of the Companies Act between Holdsport and Scheme Participants in terms of which, if the Scheme becomes operative, Long4Life will acquire all the Holdsport Shares held by the Scheme Participants in consideration for which the Scheme Participants will receive the Scheme Consideration. In the event that the Scheme becomes operative, the listing of all of Holdsport s Shares on the Main Board of the JSE will be terminated, and Scheme Participants will be deemed to have disposed of all of their Holdsport Shares for the Scheme Consideration, thereby constituting Holdsport as a wholly-owned subsidiary of Long4Life. The offer to the Holdsport Shareholders to receive the Share Component constitutes an offer to the public in terms of section 95(1)(h) of the Companies Act. This Prospectus is therefore required to be issued in terms of section 99(3) of the Companies Act. This Prospectus is being issued, in terms of the Companies Act and Part C of Chapter 4 of the Companies Regulations, in respect of Long4Life as it will be constituted after the implementation of the Scheme. Financial adviser to Long4Life Legal adviser to Long4Life Sponsor to Long4Life Reporting accountants to Long4Life Reporting accountants and auditors to Holdsport Auditors to Long4Life

2 The Scheme is subject to the Conditions Precedent set out in Particulars of the Scheme contemplated in this Prospectus in section 2, paragraph 3 of this Prospectus. This Prospectus has been prepared on the assumption that the special and ordinary resolutions proposed in the Notice of the Scheme Meeting of Holdsport Shareholders forming part of the Scheme Circular to which this Prospectus is accompanied, will be passed at the Scheme Meeting to be held on Tuesday, 3 October 2017 and that the Scheme will be implemented. Scheme Participants should note that the Scheme Consideration comprises Long4Life Shares which are listed on the Main Board of the JSE, and trade on the JSE in electronic format through the STRATE system and a combination of cash and Long4Life Shares should the Scheme Participant elect the Option B Scheme Consideration. Since the Scheme Consideration includes the Share Component, investing in the Scheme Consideration involves certain risks. See the risk factors set out in Annexure D of this Prospectus. The Directors of Long4Life, whose names are set out in section 1, paragraph 2 of this Prospectus, collectively and individually, accept full responsibility for the accuracy of the information contained in this Prospectus which relates to Long4Life and, in this regard, certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Prospectus contains all information required by the Companies Act. The Independent Reporting Accountants, whose report is referred to in this Prospectus, have given and have not, prior to the issue of this Prospectus, withdrawn its written consent to the inclusion of its report in the form and context in which it appears. The financial adviser and legal adviser, whose names are included in this Prospectus, have given and have not, prior to the issue of this Prospectus, withdrawn their written consents to the inclusion of their names in the capacities stated. This Prospectus was registered by the CIPC on 28 August CIPC takes no responsibility for the comments of the Prospectus, makes no representations as to the accuracy and completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in the reliance upon any part of the contents of this Prospectus. This Prospectus is only available in English. Copies of this Prospectus may be obtained from the registered offices of Long4Life, which appears in the section Company information on page 2 of this Prospectus on the Company s website at from 31 August 2017 up to an including 3 October Date of issue: 31 August 2017

3 Special Note in Regard to the Scheme Notwithstanding that this document constitutes a prospectus, it is not an offer to the general public to subscribe for shares or other securities in the Company and only constitutes an offer as it relates to the issue of Long4Life Shares as part of the Scheme Consideration to the existing Holdsport Shareholders who hold ordinary shares in Holdsport and who participate in the Scheme in South Africa, and is only addressed to persons to whom it may lawfully be made. The release, publication or distribution of this Prospectus in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Prospectus is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer or an invitation to elect to receive the Scheme Consideration in any jurisdiction in which such an offer or election would be unlawful. No one has taken any action that would permit a public offering of the Scheme Consideration to occur outside South Africa. Forward-looking Statements This Prospectus contains statements about Long4Life and Holdsport that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forwardlooking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as believe, aim, expect, anticipate, intend, foresee, forecast, likely, should, planned, may, estimated, potential or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, and expansion prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Long4Life cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Long4Life operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. All these forward-looking statements are based on estimates and assumptions, as regards Long4Life and Holdsport, made by Long4Life as communicated in publicly available documents by Long4Life, all of which are estimates and assumptions, although Long4Life believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Long4Life or not currently considered material by Long4Life. Holdsport Shareholders should keep in mind that any forward-looking statement made in this Prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Long4Life or Holdsport not to develop as expected may emerge from time to time and it is not possible to predict all of them. The extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward looking statement are not known. Long4Life has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Prospectus after the date of issue of this Prospectus, except as may be required by law. 1

4 CORPORATE INFORMATION: LONG4LIFE Registered address 7th Floor, Rosebank Towers Biermann Avenue Rosebank Johannesburg 2196 (BOX , Saxonwold, 2132) JSE sponsor and Bankers The Standard Bank of South Africa Limited (Registration number 1962/000738/06) 30 Baker Street Rosebank Johannesburg 2196 (PO Box 61344, Marshalltown, 2107) Long4Life Legal Adviser Edward Nathan Sonnenbergs Inc. (Registration No. 2006/018200/21) 150 West Street Sandown Sandton Johannesburg 2196 (PO Box , Sandown, 2146) Auditors of Long4Life Deloitte & Touche (Practice number ) Deloitte Place, The Woodlands, 20 Woodlands Drive Woodmead Sandton 2193 (Private Bag X6, Gallo Manor, 2052) Company secretary TMF Corporate Services (South Africa) Proprietary Limited (represented by Joanne Matisonn) (Registration Number 2006/013631/07) 3rd Floor, 200 on Main Corner Main and Bowwood Roads Claremont 7708 (Postnet Suite 294, Private Bag X1005 Claremont, 7735) Financial Adviser and Bankers Investec Bank Limited (Registration number 1969/ /06) 100 Grayston Drive Sandton Johannesburg 2196 (PO Box , Sandton, 2146) Transfer secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Rosebank Towers 15 Biermann Avenue Rosebank 2196 (PO Box 61051, Marshalltown, 2107) Independent Reporting Accountants KPMG Inc. (Registration No. 1999/021543/21) (Practice number ) DMSC House, 1 Mediterranean Street Foreshare Cape Town 8001 (PO Box 4609, Cape Town, 8000) Date of incorporation: 2 June 2016 Date converted to public company: 22 March 2017 Place of incorporation: South Africa 2

5 TABLE OF CONTENTS Clause number and description Page CORPORATE INFORMATION: LONG4LIFE 2 TABLE OF CONTENTS DEFINITIONS AND INTERPRETATIONS 5 PROSPECTUS SECTION 1 COMPANY INFORMATION 1. NAME, ADDRESS, INCORPORATION DIRECTORS, OTHER OFFICE HOLDERS OR MATERIAL THIRD PARTIES HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY SHARE CAPITAL OF LONG4LIFE OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF LONG4LIFE SHARES COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING MATERIAL CONTRACTS INTERESTS OF DIRECTORS AND PROMOTERS LOANS SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH PROPERTY ACQUIRED OR TO BE ACQUIRED AMOUNTS PAID OR PAYABLE TO PROMOTERS PRELIMINARY EXPENSES AND ISSUE EXPENSES 21 SECTION 2 INFORMATION ABOUT THE OFFERED SECURITIES 1. PURPOSE OF THE OFFER TIME AND DATES PARTICULARS OF THE SCHEME CONTEMPLATED IN THIS PROSPECTUS MINIMUM SUBSCRIPTION 25 SECTION 3 STATEMENTS AND REPORTS RELATING TO THE SCHEME 1. STATEMENT AS TO ADEQUACY OF CAPITAL REPORT BY DIRECTORS AS TO MATERIAL CHANGES STATEMENT AS TO LISTING ON A STOCK EXCHANGE REPORT BY THE AUDITOR WHERE BUSINESS UNDERTAKING TO BE ACQUIRED REPORT BY THE AUDITORS WHERE COMPANY WILL ACQUIRE A SUBSIDIARY REPORT BY THE AUDITORS OF THE COMPANY 26 SECTION 4 ADDITIONAL MATERIAL INFORMATION 27 SECTION 5 INAPPLICABLE OR IMMATERIAL MATTERS 28 Annexure A RELEVANT PROVISIONS FROM THE MEMORANDUM OF INCORPORATION OF LONG4LIFE 29 Annexure B KING CODE AND CORPORATE GOVERNANCE 36 Annexure C MATERIAL CONTRACTS 39 3

6 Annexure D RISK FACTORS IN INVESTING IN LONG4LIFE SHARES 43 Annexure E FINANCIAL INFORMATION REQUIRED IN TERMS OF REGULATION 78 IN RESPECT OF HOLDSPORT 48 Annexure F REPORT OF THE AUDITORS IN TERMS OF REGULATION 78 IN RESPECT OF HOLDSPORT 53 Annexure G FINANCIAL INFORMATION IN RELATION TO LONG4LIFE 55 Annexure H REPORT OF THE AUDITORS IN TERMS OF REGULATION 79 IN RESPECT OF LONG4LIFE 57 4

7 DEFINITIONS AND INTERPRETATIONS The definitions and interpretations commencing on page 10 of the Scheme Circular to which this Prospectus is annexed, do not apply to this Prospectus. In this Prospectus and annexures hereto, unless the context indicates otherwise, a word or an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following words and expressions bear the meanings assigned to them below: Appraisal Rights Business Day Cash Component CIPC Circular or Scheme Circular Companies Act Competition Act Competition Authorities CSP Conditions Precedent Court Dissenting Shareholders Deloitte EBITDA ENS the rights afforded to Holdsport Shareholders in terms of section 164 of the Companies Act; any day other than a Saturday, Sunday or a public holiday in South Africa; R5.00 payable in cash to Scheme Participants who have selected the Option B Scheme Consideration, plus the Excess Scheme Cash Allocation where applicable; Companies and Intellectual Property Commission, established in terms of the Companies Act; the Circular to which this Prospectus is accompanied dated 31 August 2017, including the Notice of the Scheme Meeting as well as all of the annexures and attachments thereto; the Companies Act, No. 71 of 2008, as amended; the Competition Act 89 of 1998, as amended; the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be and the Namibian Competition Authority established under the Namibian Competition Act; the conditional share plan adopted by the shareholder/s of Long4Life on 29 March 2017; the conditions precedent to which the Scheme is subject, as set out in paragraph 3.2 of this Prospectus; any South African court with competent jurisdiction to approve the implementation of the special resolution set out in the notice convening the Scheme Meeting pursuant to section 115 of the Companies Act and/ or to determine the fair value of Holdsport Shares and make an order pursuant to section 164(14) of the Companies Act; Holdsport Shareholders who exercise Appraisal Rights in terms of section 164 of the Companies Act and in respect of whom none of the events set out in section 164(9)(a) or (b) of the Companies Act has occurred; Deloitte and Touche, the registered auditors of Long4Life; earnings before interest, tax, depreciation and amortisation; Edward Nathan Sonnenbergs Incorporated (registration number 2006/018200/21), a personal liability company duly registered and incorporated in accordance with the laws of South Africa and the legal adviser to the Company; 5

8 Excess Scheme Cash Allocation Excess Scheme Cash Excluded Dissenting Shareholders Finalisation Date Financial Markets Act Holdsport Board or Directors of Holdsport Holdsport Shareholders Holdsport Shares or Shares Holdsport the Excess Scheme Cash allocated to those Scheme Participants, who in addition to electing the Option B Scheme Consideration, apply for the Excess Scheme Cash, pro rata to such Scheme Participants relative holdings of Scheme Shares; to the extent that certain Scheme Participants elect the Option A Scheme Consideration and not the Option B Scheme Consideration, the excess cash available subject to the Maximum Cash Scheme Consideration; Dissenting Shareholders who accept an offer made to them by the Company in terms of section 164(11) of the Companies Act or, pursuant to an order of Court, tender their Holdsport Shares to Holdsport in terms of section 164(15)(v) of the Companies Act; the date on which all the Conditions Precedent have been fulfilled or waived, as the case may be; the Financial Markets Act No. 19 of 2012, as amended; the board of directors of Holdsport at the Last Practicable Date, whose details are set out on page 17 of the Circular; registered holders of Holdsport Shares; ordinary shares with no par value in the issued share capital of Holdsport; Holdsport Limited (registration number 2006/022562/06), a public company duly incorporated in accordance with the laws of South Africa, the shares of which are listed on the JSE; Independent Expert PSG Capital Proprietary Limited (registration number 2006/015817/07), a private company duly incorporated in accordance with the laws of South Africa, appointed by the Holdsport independent board in terms of the Takeover Regulations; I ndependent Reporting Accountants KPMG Incorporated (registration number 1999/021543/21), being registered auditors who have been appointed as the independent reporting accountants of Long4Life for the purposes of this Prospectus and the independent reporting accountants and auditors of Holdsport for the purposes of the Circular and this Prospectus; Inhle Inhle Beverages Proprietary Limited (registration number 2004/035988/07), a private company duly incorporated in accordance with the laws of South Africa; JSE King Code Last Practicable Date Listings Requirements Long 18 Long 36 the Johannesburg Stock Exchange, operated by JSE Limited (registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and listed on the Main Board of the JSE, licensed as an exchange under the Financial Markets Act; the Code of Corporate Practices and Conduct as set out in the King IV Report on Corporate Governance for South Africa, as amended; Thursday, 24 August 2017 being the last practicable date prior to the finalization of this Prospectus; the listings requirements of the JSE; Long 18 Proprietary Limited (registration number 2017/128544/07), a private company duly incorporated in accordance with the laws of South Africa, the entire issued share capital of which is held by the Company; Long 36 Proprietary Limited (registration number 2017/128568/07), a private company duly incorporated in accordance with the laws of South Africa, the entire issued share capital of which is held by the Company; 6

9 Long Stop Date Long4Life Board or Directors of Long4Life Long4Life Group Long4Life Shareholder Long4Life Shares Long4Life or the Company MOI Material Adverse Change Material Maximum Cash Scheme Consideration Namibia means no later than 120 days after the Signature Date, or such later date as may be agreed to between Long4Life and Holdsport; the board of directors of Long4Life at the Last Practicable Date, whose details are set out in section 1, paragraph 2; Long4Life and its subsidiaries; registered holders of Long4Life Shares; ordinary shares with no par value in the issued share capital of Long4Life; Long4Life Limited (registration number 2016/216015/06), a public company duly incorporated in accordance with the laws of South Africa, the shares of which are listed on the JSE; means the memorandum of incorporation of Long4Life; means an adverse effect, fact, circumstance which has arisen or occurred or might reasonably be expected to arise or occur in the future (alone or together with any other such actual or potential adverse effect, fact and/or circumstance), and which is Material with regard to the business, condition, assets, liabilities, operations, financial performance, net income and prospects of Holdsport and/or any member of its group (whether as a consequence of the Proposed Transaction or not), and/or any restrictive covenant or covenants or similar provision entered into by Holdsport or any member of its group which will or could reasonably be expected to materially reduce the actual or potential value of Holdsport or its group; means in relation to the Material Adverse Change, an adverse impact must have an impact in an amount calculated as being more than 10% of Holdsport s 2017 audited tangible NAV or if the adverse impact results or is likely to result in a reduction of Holdsport s EBITDA for the year ending 28 February 2018, in an amount calculated as being more than 7% of the Holdsport 2017 EBITDA EBITDA is Holdsport s sustainable consolidated EBITDA, before taking into account the foreign exchange adjustment of R19.5 million, calculated with reference to the Holdsport s audited financial statements as at 28 February For the purposes of this definition, value shall include the value of assets without double counting where a single matter affects more than one measure of value; the maximum cash consideration of R204 million, being approximately R5.00 per Scheme Share; the Republic of Namibia; Namibian Competition Act the Namibian Competition Act No. 2 of 2003; Namibian Competition Authorities NAV Notice of the Scheme Meeting Operative Date the relevant Competition Authority, Competition Commission, Competition Tribunal or relevant court having jurisdiction, whichever is applicable, as established by the Namibian Competition Act; the net asset value of Holdsport and/or its group less all intangible assets and goodwill; the notice convening the Scheme Meeting, which is attached to and forms part of the Circular; the Business Day on which Long4Life will commence settling the Scheme Consideration to Scheme Participants, being the first Business Day following the Scheme Consideration Record Date, which is expected to be Monday, 23 October 2017; 7

10 Option A Scheme Consideration Option B Scheme Consideration Proposed Transaction Prospectus R or Rand Ratio Point Register SAR Scheme or Scheme of Arrangement Scheme Consideration Record Date Scheme Consideration Scheme Last Day to Trade Scheme Meeting Scheme Members Long4Life Shares for every one Scheme Share held by Scheme Participants on the Scheme Consideration Record Date who have elected to receive the Option A Scheme Consideration; Long4Life Shares and R5.00 payable in cash for every one Scheme Share held by a Scheme Participant who has elected to receive the Option B Scheme Consideration, or who is deemed to have elected the Option B Scheme Consideration by virtue of having not made a valid election which is received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date; the offer made by Long4Life, in terms of the Circular, to acquire Holdsport Shares by way of a Scheme; the prospectus in terms of the Companies Act and Part C of Chapter 4 of the Companies Regulations, in respect of Long4Life, as it will be constituted after implementation of the Scheme, as at the Last Practicable Date, together with the annexures attached thereto, accompanying the Circular; South African Rand, the official currency of South Africa; each ratio point is equivalent to R5.00; Holdsport s securities register, including the Uncertificated Securities Register; the share appreciation rights plan adopted by the shareholder/s of Long4Life on 29 March 2017; the scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Holdsport Board between Holdsport and Holdsport Shareholders, in terms of which, if the Scheme becomes operative, Long4Life will acquire all of the Scheme Shares held by the Scheme Participants for the Scheme Consideration and the Scheme Participants will be obliged to transfer their rights, title and interest in and to the Scheme Shares to Long4Life; the third Business Day after the Scheme Last Day to Trade, being the latest date for holders of Holdsport Shares to be registered as such in the Register in order to receive the Scheme Consideration, which date is expected to be Friday, 20 October 2017; the Option A Scheme Consideration or the Option B Scheme Consideration; being the last day to trade Holdsport Shares on the JSE in order to be registered in the Register on the Scheme Consideration Record Date, which date is expected to be Tuesday, 17 October 2017; the meeting of Scheme Members convened in terms of the Companies Act (including any adjournment or postponement thereof), to be held at 11:00 on Tuesday, 3 October 2017 at The Mill House, 1 Canterbury Street, Cape Town to consider and, if deemed fit, adopt with or without modification, the resolutions necessary to approve and implement the Scheme; Holdsport Shareholders recorded in the Register on the Scheme Voting Record Date, who are lawfully entitled to attend and vote at the Scheme Meeting; 8

11 Scheme Participant(s) Scheme Shares Scheme Special Resolution Scheme Voting Record Date SENS Share Component Signature Date Holdsport Shareholders recorded in the Register at 17:00 on the Scheme Consideration Record Date; provided that (i) holders of Holdsport Shares who become Excluded Dissenting Shareholders after the Scheme Consideration Record Date will not be regarded as Scheme Participants; and (ii) because Dissenting Shareholders may become Excluded Dissenting Shareholders, Dissenting Shareholders will only be regarded as Scheme Participants once they cease to be Dissenting Shareholders as contemplated in paragraph 5.7 of the Circular; all of the Holdsport Shares held by Scheme Participants on the Scheme Consideration Record Date, net of Treasury Shares and Shares registered in the name of and beneficially owned by Long4Life; means Special Resolution Number 1 to the Notice of the Scheme Meeting required to be approved by Holdsport Shareholders in order to implement and give effect to the Scheme; the last date to be recorded in the Register in order for Holdsport Shareholders to be eligible to attend, speak and vote at the Scheme Meeting (or any adjournment thereof), being Friday, 22 September 2017; Securities Exchange News Service, the news service operated by the JSE; the Long4Life Shares to be received by the Scheme Participants under the Option A Scheme Consideration or the Option B Scheme Consideration; the date the offer letter regarding the Proposed Transaction and containing, inter alia, the basis and terms of the Proposed Transaction and which governs, inter alia, the implementation of the Scheme was signed by the Holdsport Board, being Monday, 24 July 2017; Sorbet Sorbet Holdings Proprietary Limited (registration number: 2004/020621/07), a private company duly incorporated in accordance with the laws of South Africa; South Africa Strate Takeover Regulations Transfer Secretaries Treasury Shares TRP Uncertificated Securities Register the Republic of South Africa; Strate Proprietary Limited (registration number: 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa, which provides electronic settlement of equities and bonds transactions concluded on the JSE; the Takeover Regulations issued in terms of section 120 of the Companies Act; Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly incorporated in accordance with the laws of South Africa; Shares held by Holdsport and its subsidiaries; the Takeover Regulation Panel, established in terms of section 196 of the Companies Act; and the record of dematerialised Holdsport Shares, which forms part of the Register. 9

12 Long4Life Limited (Incorporated in South Africa) (Registration number 2016/216015/06) Share code on the JSE: L4L ISIN: ZAE ( Long4Life or the Company ) PROSPECTUS SECTION 1 COMPANY INFORMATION 1. NAME, ADDRESS, INCORPORATION Name, address and incorporation of Long4Life Limited 1.1 Name: Long4Life Limited 1.2 Registration number of Long4Life: 2016/216015/ Registered office address of Long4Life: 7th Floor, Rosebank Towers Biermann Avenue Rosebank Primary place of business address of Long4Life: 7th Floor, Rosebank Towers Biermann Avenue Rosebank Address of Long4Life s transfer agent: Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 1st Floor, Rosebank Towers Biermann Avenue Rosebank Date and place of incorporation of Long4Life: 2 June 2016, South Africa 1.7 Date converted to a public company: 22 March 2017 Details of holding company of Long4Life: Long4Life does not have a holding company and Long4Life is not controlled by any individual person. 10

13 Details of the subsidiaries of Long4Life: Company Name: Long 36 Proprietary Limited Registration Number: Registration No. 2017/128568/07 Registration Address: 7th Floor, Rosebank Towers Biermann Avenue Rosebank 2196 Date of incorporation: 22 March 2017 Company Name: Long 18 Proprietary Limited Registration Number: Registration No. 2017/128544/07 Registration Address: 7th Floor, Rosebank Towers Biermann Avenue Rosebank 2196 Date of incorporation: 22 March 2017 Details of subsidiary of Long4Life immediately after implementation of the Scheme Company Name: Holdsport Limited Registration Number: Registration No. 2006/022562/06 Registration Address: c/o R Thomas The Mill House 1 Canterbury Street Cape Town 8001 Date of incorporation: 20 July DIRECTORS, OTHER OFFICE HOLDERS OR MATERIAL THIRD PARTIES 2.1 Details of the Directors of Long4Life Name, age and nationality Business address Occupation/Function Date of appointment Executive Director Brian Joffe South African (70) Peter Russell Riskowitz (60) Kevin Alexander Hedderwick (65) Non-Executive Directors Graham Wayne Dempster South African (62) 7th Floor, Rosebank Towers Biermann Avenue Rosebank, 2196 Chief Executive 2 June th Floor, Rosebank Towers Biermann Avenue Rosebank, 2196 Chief Financial Offer 1 May th Floor, Rosebank Towers Biermann Avenue Rosebank, 2196 Chief Operating Officer 22 May th Floor, Rosebank Chairperson, Towers Independent Non- Rosebank, 2196 Executive Biermann Avenue 22 March

14 Name, age and nationality Business address Occupation/Function Date of appointment Tasneem Abdool- Samad South African (42) Lionel Jacobs South African (73) Colin Stanley Datnow South African (69) Jason Paul Joffe South African (39) 7th Floor, Rosebank Independent Non- Towers Executive Biermann Avenue Rosebank, th Floor, Rosebank Independent Non- Towers Executive Biermann Avenue Rosebank, th Floor, Rosebank Independent Non- Towers Executive Biermann Avenue Rosebank, th Floor, Rosebank Alternate Director to Towers Colin Stanley Datnow Biermann Avenue Rosebank, March March March March Terms of office and manner of appointment of the Directors of Long4Life The relevant provisions of the MOI regarding the term of office of the Directors and the manner of their appointment and rotation are set out in Annexure A to this Prospectus Save as set out in the MOI, no person has any right in relation to the appointment of any Director. 2.3 Directors remuneration Executives Remuneration Long 18 has entered into a fixed-term executive services agreement with B Joffe and issued letters of employment to KA Hedderwick and PR Riskowitz. The Company is also a signatory to the aforesaid fixed term executive services agreement and letters of employment. The fixed-term executive services agreement and the letters of appointment include standard provisions and for employment related contracts of such nature. The basic salary payable per annum to each of the executives is as follows: Basic salary per annum (Rand) Brian Joffe Kevin Alexander Hedderwick Peter Russel Riskowitz For the purposes of calculating Brian Joffe s salary as Chief Executive, the Long4Life Board has resolved that his salary in the first year will be a notional amount of R per annum. The notional base salary of R per annum will be payable through the issue of Long4Life Shares issued at the end of each quarter for a period of three years from 7 April Accordingly, Long4Life Shares have been placed under the control of the Directors for a period of three years from 7 April 2017 for purposes of issuing such Long4Life Shares to Brian Joffe in order to settle the Company s obligations in relation to Brian Joffe. For the sake of clarity, the Long4Life Share price at the time of the issuance of Long4Life Shares will not have any impact on the number of Long4Life Shares issued per quarter. These Long4Life Shares do not fall within the rules of the incentive schemes of the Company The Nomination and Remuneration Committee will review Brian Joffe s notional base salary on an annual basis. Should the Nomination and Remuneration Committee deem it appropriate, any increase in Brian Joffe s salary would be cash settled. 12

15 Non-executive Directors The fees (exclusive of VAT) payable to Directors in relation to Long4Life Board meetings and Committee meetings are as follows: Board Meetings Chairperson All non-executive Directors Committees Audit and risk committee chairperson Audit and risk committee members Social and ethics committee chairperson Social and ethics committee members Nomination and remuneration committee chairperson Nomination and remuneration members Acquisitions committee chairperson Acquisitions committee members R per meeting R per meeting R per meeting R per meeting R per meeting R per meeting R per meeting R per meeting R per meeting R per meeting The fees referred to in paragraph above were approved by special resolution passed by the existing Shareholders in terms of section 66(9) of the Companies Act on Tuesday, 28 March Borrowing powers of the Company exercisable by Directors The provisions of the MOI regarding the borrowing powers exercisable by the Directors are set out in Annexure A to this Prospectus Neither Long4Life nor its subsidiaries has exceeded its borrowing powers during the past three years. 2.5 No part of the business of Long4Life or its subsidiaries is, or is to be, managed by a third party. 2.6 Name and business address of Company Secretary of Long4Life TMF Corporate Services (South Africa) Proprietary Limited, represented by Joanne Matisonn, FCIS; H.Dip Co. Law (Wits); MA in Applied Ethics for Professionals (Wits). The company secretary is a suitably qualified, competent and experienced company secretary. (Registration Number: 2006/013631/07) 3rd Floor, 200 on Main Corner Main and Bowwood Roads Claremont 7708 (Postnet Suite 294, Private Bag X1005 Claremont, 7735) 2.7 Name and address addresses of the auditors, attorney and banker: Auditors Deloitte & Touche (Practice number ) Deloitte Place, The Woodlands, 20 Woodlands Drive Woodmead Sandton 2193 (Private Bag X6, Gallo Manor, 2052) 13

16 Bankers Investec Bank Limited (Registration Number 1969/ /06) 100 Grayston Drive Sandton Johannesburg 2196 (PO Box , Sandton, 2146) The Standard Bank of South Africa Limited (Registration Number 1962/000738/06) 30 Baker Street Rosebank Johannesburg 2196 (PO Box 61344, Marshalltown, 2107) Attorneys Edward Nathan Sonnenbergs Inc. (Registration Number 2006/018200/21) 150 West Street Sandown Sandton Johannesburg 2196 (PO Box , Sandown, 2146) 3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY 3.1 History of the Company Long4Life is an investment entity incorporated and registered as a public company in accordance with the company laws of South Africa The Company was incorporated as a private company on 2 June 2016 and, as such, the Company has only been incorporated for a period 14 (fourteen) months. The Company was converted to a public company on 22 March Long4Life listed in the Financial Services Specialty Finance sector on the Main Board of the JSE under the abbreviated name Long4Life, JSE code L4L and ISIN: ZAE with effect from the commencement of trade on Friday, 7 April In this regard, a Pre- Listing Statement was issued by Long4Life on 31 March 2017 in accordance with the Listings Requirements As at the date of issue of this Prospectus, the Company has two wholly-owned subsidiaries, Long 18 and Long 36. These entities are responsible for holding investments, managing the Company s treasury function, providing management and other services to group companies and operations and the payment of operating expenses. 3.2 Nature of the business of Long4Life Long4Life is an investment holding company with a lifestyle focus that seeks to generate superior returns for Long4Life Shareholders over the medium to long term. Long4Life plans to invest primarily in businesses with attractive growth prospects, led by strong, entrepreneurial-minded management teams The Long4Life Board, who collectively have a wealth of operational and deal-making experience across various industries, are responsible for capital allocation and play an active role in identifying and approving attractive investment opportunities Long4Life operates a decentralised management structure, providing financial, strategic and management support to its investee companies. Long4Life takes a long-term view on 14

17 investments, while retaining the flexibility to dispose of investments which no longer meet the investment criteria and the agility to take advantage of opportunities as they arise On 14 July 2017, Long4Life informed its shareholders that a Share Purchase Agreement had been concluded with IT Fuhr, ITF Trust, BJ Fuhr, JT Kirkel, C Fuhr, RH Zinman, SFJ Rudolph and D Rosen to acquire the entire issued share capital of Sorbet for a maximum purchase consideration of R to be settled through a combination of the issue of Long4Life Shares and cash. The Share Purchase Agreement is subject to the fulfilment or waiver, as the case may be, of a number of conditions precedent, certain of which, as at the Last Practicable Date, are still outstanding Sorbet is a beauty therapy hub with 186 franchise stores in South Africa and will shortly open its fifth company-owned store in the United Kingdom. Sorbet offers a range of professional beauty therapy treatments, as well as premium body and skincare products for women and men. The business operates through various store formats including Sorbet Salon (for allround beauty therapy), Sorbet Dry Bar (express hairstyling), Sorbet Man (men s grooming) and Candi & Co (specialising in ethnic hair treatments and hairstyling) On 23 August 2017, Long4Life informed its shareholders that a Share Purchase Agreement had been concluded with Christoffel Daniel Botha Snr and Christoffel Daniel Botha Jnr to acquire the entire issued share capital of Inhle for a maximum purchase consideration of R (which may be adjusted downwards following the conclusion of the due diligence investigation currently being undertaken by Long4Life) to be settled through a combination of the issue of Long4Life Shares and cash. The Share Purchase Agreement is subject to the fulfilment or waiver, as the case may be, of a number of conditions precedent, certain of which, as at the Last Practicable Date, are still outstanding Inhle is a producer dedicated to the production of beverages in the beverage industry. Founded in July 2003, Inhle today has a total of seven production lines specialising in the bottling of natural mineral water and carbonated soft drinks. 3.3 Material Changes There has been no material change in the business of the Company or its subsidiaries since their incorporation. 3.4 King Code and Corporate Governance Shareholders are referred to Annexure B regarding the application of the King Code and other governance principles in respect of the Company. 3.5 The opinion of directors as to the prospects of Long4Life Long4Life is an investment holding company with a lifestyle focus that seeks to generate superior returns for Long4Life Shareholders over the medium to long term It is the Company s intention to participate in certain carefully selected investment opportunities, using the investment skills and established networks of Brian Joffe and its experienced Board. Long4Life plans to invest primarily in businesses with attractive growth prospects, led by strong, entrepreneurial-minded management teams Investments will be targeted initially in South Africa, with global ambitions over time. It is intended that the Company will hold either majority or significant minority interests in its portfolio companies The Long4Life Board, who collectively have a wealth of operational and deal-making experience across various industries, are responsible for capital allocation and play an active role in identifying and approving attractive investment opportunities. The Long4Life Board is currently actively seeking new, strategic investments for the Company, with the aim of fulfilling its investment strategy in order to achieve sustained growth in net asset value per share in excess of 15% per annum. 15

18 3.6 The opinion of directors as to the prospects of wholly owned subsidiaries and potential investee companies Long4Life currently has two wholly-owned subsidiaries, namely Long 18 and Long 36 (as described in paragraphs 3.11 and 3.12 respectively). 3.7 The opinion of directors as to the prospects of Holdsport Long4Life announced their firm intention to acquire 100% of the issued share capital of Holdsport on 25 July Post the conclusion of the acquisition of 100% of the issued share capital of Holdsport, Holdsport will become a 100% owned subsidiary of the Long4Life Group The Long4Life Board believes that Holdsport meets most of Long4Life s stated investment criteria, and that the acquisition will prove to be key in building the Long4Life investment platform. Holdsport has a strong balance sheet and is cash generative, which could facilitate acquisitive in addition to organic growth The Long4Life Board is of the opinion that the opportunity exists to grow the current network of Holdsport stores by potentially rolling out a smaller retail format at a reduced capital set up cost which should improve the return on investment. Opportunities exist to cautiously expand the Holdsport brand into the rest of Africa, as well as to acquire rights to certain global brands. 3.8 The opinion of directors as to the prospects of Sorbet Long4Life announced the acquisition of 100% of the issued share capital of Sorbet on 14 July 2017, subject to the fulfilment or waiver, as the case may be, of a number of conditions precedent, certain of which, as at the Last Practicable Date, are still outstanding Post the conclusion of the acquisition of 100% of the issued share capital of Sorbet, Sorbet will become a 100% owned subsidiary of the Long4Life Group The Long4Life Board is of the opinion that there is potential for Sorbet to grow both organically and via selected bolt-on acquisitions in the health, beauty and grooming market. In particular, significant expansion opportunities exist for Sorbet Man which currently only operates from a few stores. Additional growth opportunities include an extension to merchandise and product ranges sold by the Sorbet franchises instore as well as through online sales. 3.9 The opinion of directors as to the prospects of Inhle Long4Life announced the acquisition of 100% of the issued share capital of Inhle on 23 August 2017, subject to the fulfilment or waiver, as the case may be, of a number of conditions precedent, certain of which, as at the Last Practicable Date, are still outstanding Post the conclusion of the acquisition of 100% of the issued share capital of Inhle, Inhle will become a 100% owned subsidiary of the Long4Life Group The Long4Life Board is of the opinion that pursuant to the Inhle acquisition there is an opportunity to grow and expand Inhle s co-packaging business through the introduction of additional facilities and capacity, as well as expanding Inhle s offerings to the market. These initiatives are expected to enhance Inhle s competitiveness and to expand its customer base within Southern Africa. The Long4Life Board intends to use the Inhle acquisition as its base to pursue add-on opportunities in the beverage space State of affairs of Long4Life Long4Life is an investment holding company with a lifestyle focus that seeks to generate superior returns for Long4Life Shareholders over the medium to long term. The company is a publicly traded company and listed on the JSE on 7 April As at the Last Practicable Date, Long4Life s issued share capital was As at the Last Practicable Date, Long4Life s sole asset is the cash raised on the listing, including any interest earned thereon, with transaction costs incurred upon listing (subsequently capitalised to equity) as the sole trade payable. 16

19 3.11 State of affairs of Long Long 18 is a wholly-owned subsidiary of Long4Life, with issued share capital of one share at R Long 18 is responsible for, inter alia, managing the Company s administrative and treasury functions, and the payment of operating expenses State of affairs of Long Long 36 is a wholly-owned subsidiary of Long4Life, with issued share capital of one share at R Long 36 is responsible for, inter alia, holding the Company s investments. The Holdsport Shares currently held by Long4Life are held in Long Principal immovable properties of Long4Life Long4Life does not own any immovable property. As at the Last Practicable Date, the Company has the following material lease over immovable property: Lessor Lessee Property Description Monthly Rental Term Tadvest Commercial Property Limited Long 18 Office premises located on the 7th Floor, Rosebank Towers, Biermann Avenue, Rosebank R (excluding VAT) The agreement commenced on 1 July 2017 and shall continue for a period of 3 years, subject to the option to renew Commitments for the purchase, construction or installation of buildings, plant or machinery Neither the Company nor Long 18 or Long 36 have made any commitments for the purchase, construction or installation of buildings, plant or machinery Company particulars Long4Life was incorporated on 2 June 2016 and did not trade until its listing on 7 April It has no operating history and has no turnover for the preceding two periods from incorporation date. Long4Life has never declared a dividend. As required in terms of Regulation 59(3)(g) of the Companies Act, particulars of the profits or losses (before and after tax) in the preceding two periods, being the 28 (twenty eight) days ended 30 June 2016 and the 9 (nine) months ended 31 March 2017 are contained in Annexure G. The financial information presented in Annexure G has been extracted from the audited financial statements of Long4Life for the 9-(nine) month period ended 31 March SHARE CAPITAL OF LONG4LIFE 4.1 Authorised and issued share capital The authorised and issued share capital of the Company as at the Last Practicable Date is as follows: Number of Long4Life Shares before the implementation of Scheme Authorised share capital Long4Life Shares Issued share capital Long4Life Shares

20 The authorised and issued share capital of the Company after the implementation of the Scheme, if all Holdsport Shareholders elect the Option A Scheme Consideration, will be as follows: Number of Long4Life Shares after implementation of the Scheme Authorised share capital Long4Life Shares Issued share capital Long4Life Shares The authorised and issued share capital of the Company after the implementation of the Scheme, if all Holdsport Shareholders elect the Option B Scheme Consideration, will be as follows: Number of Long4Life Shares after implementation of the Scheme Authorised share capital Long4Life Shares Issued share capital Long4Life Shares The remaining authorised and unissued Long4Life Shares, after the implementation of the Scheme, will be under the control of the Directors of Long4Life, subject to the provisions of the MOI, the Act and the JSE Listings Requirements. There are no treasury shares held as at the Last Practicable Date. All of the authorised and unissued Long4Life Shares (including those to be issued in terms of the Scheme) are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution on capital assets. In accordance with the Act, issued Long4Life Shares must be fully paid up and the securities to be listed are freely transferable. Any variation of rights attaching to Long4Life Shares will require the consent of shareholders in a general meeting in accordance with the MOI. Other than the securities offered to the Holdsport Shareholders in terms of the Scheme, Long4Life has not offered any of its securities to the public for subscription or sale during the preceding 3 (three) years. 4.2 Alteration of capital Long4Life was incorporated on 2 June 2016 as a private company, and was converted to a public company on 22 March On incorporation, Long4Life s authorised share capital consisted of ordinary no par value shares On 22 March 2017, Long4Life amended its MOI to, inter alia, increase its authorised share capital to no par value ordinary shares, by the creation of ordinary no par value shares, ranking pari passu with the existing ordinary no par value shares in the capital of Long4Life. 5. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF LONG4LIFE SHARES 5.1 In respect of Long4Life There is no contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any securities of Long4Life. 5.2 In respect of Long 18 There is no contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any securities of Long