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  • Mettle Investments Limited (formerly Mettle Investments Proprietary Limited) (Incorporated in South Africa on 30 January 2008)

    (Registration number 2008/002061/06) Share code: MLE, ISIN: ZAE000257622

    (“the Company” or “Mettle Investments”)

    PRE-LISTING STATEMENT

    The definitions and interpretations commencing on page 4 of this Pre-listing Statement apply to this cover page.

    This Pre-listing Statement has been prepared and issued in compliance with the Listings Requirements for the purpose of providing information to the public and investors in respect of Mettle Investments. This Pre-listing Statement has been prepared on the basis that the Restructure and Distribution shall become effective and be implemented by or on the day of Listing. This Pre-listing Statement is not a prospectus and is not an invitation to the general public to subscribe for Mettle Investments Shares.

    The JSE has granted Mettle Investments a listing by way of introduction in respect of all of its Mettle Investments Shares in the Speciality Finance Sector on the Altx under the abbreviated name “Mettle”, share code “MLE” and ISIN: ZAE000257622, with effect from the commencement of business on or about Wednesday, 23 May 2018 or such later date as granted by the JSE.

    Based on the Tradehold share register as at the Last Practicable Date, 25.54% of Mettle Investments Shares will be held by public shareholders.

    At the Listing Date: • the authorised share capital of Mettle Investments will comprise 500,000,000 Mettle Investments Shares with no par value. The Company

    does not have another class of shares; • the issued share capital of Mettle Investments will comprise 247,174,375 Mettle Investments Shares with no par value; • the stated capital of Mettle Investments will amount to approximately R545,772,938; and • the Company does not have any treasury shares in issue.

    The Directors, whose names are given on the inside front cover of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information contained herein and 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 Pre-listing Statement contains all information required by law and the Listings Requirements.

    The independent reporting accountants and each of the advisors and experts, whose names appear in the “Corporate Information” section of this Pre-listing Statement, have given and have not, prior to the formal approval of this Pre-listing Statement by the JSE, withdrawn their written consents to the inclusion of their names, and acting in the capacities stated and, where applicable, to their reports, being included in this Pre-listing Statement.

    An abridged version of this Pre-listing Statement will be released on SENS on Monday, 14 May 2018 and published in the press on Tuesday, 15 May 2018.

    Salient dates and times relating to the Listing 2018

    Abridged Pre-listing Statement published on SENS on Monday, 14 May Last day to trade for Tradehold Shareholders to be entitled to participate in the Distribution on Tuesday, 22 May Anticipated Listing Date on Altx Wednesday, 23 May

    All times referred to in this Pre-listing Statement are times in South Africa. Any changes to the foregoing dates and times will be released on SENS.

    Designated advisor Joint financial advisor Joint financial advisor

    Legal advisor Joint independent reporting accountants Auditor and joint independent

    reporting accountants

    This Pre-listing Statement is only available in English and copies thereof may be obtained during normal business hours from the date of issue of this Pre-listing Statement, for a period of 10 Business Days thereafter, from Mettle Investments, the designated advisor, Questco Corporate Advisory Proprietary Limited and Rand Merchant Bank, a division of FirstRand Bank Limited, at their respective physical addresses which appear in the “Corporate Information” section on the inside front cover of this Pre-listing Statement or on the Company’s website at www.mettleinvestments.com.

    Date of issue: Monday, 14 May 2018

  • CORPORATE INFORMATION OF METTLE INVESTMENTS

    Registered office of Mettle Investments 1st Floor, FedGroup Place Willie van Schoor Avenue Bellville, 7530 South Africa

    Directors Executive Hendrik Frederik Prinsloo (Chief executive officer) Thomas More Flannery Justin John Rookledge (Chief financial officer) Independent Non-Executive Hermanus Roelof Willem Troskie (Lead independent director) Marco Van Zyl Wentzel Bruce Andrew Chelius Non-Executive Friedrich Hans Esterhuyse (Chairman)

    Joint financial advisor Rand Merchant Bank, a division of FirstRand Bank Limited (Registration number 1929/001225/06) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2196 (PO Box 786273, Sandton, 2146)

    Designated advisor Questco Corporate Advisory Proprietary Limited (Registration number 2011/106751/07) Yellowwood House Ballywoods Office Park 33 Ballyclare Drive, Bryanston, 2191

    Legal advisor Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 11 Buitengracht Street Cape Town, 8001 (PO Box 695, Cape Town, 8000)

    Auditors and joint independent reporting accountants BDO Cape Incorporated (Registration number 2010/016204/21) 6th Floor 119 – 123 Hertzog Boulevard Foreshore, Cape Town, 8001 (PO Box 2275, Cape Town, 8000)

    Place and date of incorporation South Africa, 30 January 2008

    Company Secretary Mettle Corporate Finance Proprietary Limited (Registration number 2011/102921/07) 36 Stellenberg Road Parow Industria Cape Town, 7493 (PO Box 3991, Tygervalley, 7536)

    Joint financial advisor Mettle Corporate Finance Proprietary Limited (Registration number 2011/102921/07) 36 Stellenberg Road Parow Industria Cape Town, 7493 (PO Box 3991, Tygervalley, 7536)

    Transfer secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Rosebank Towers 15 Biermann Avenue Rosebank, 2196 (PO Box 61051, Marshalltown, 2107)

    Joint independent reporting accountants PricewaterhouseCoopers Inc. (Registration number 1998/012055/21) 5 Silo Square V&A Waterfront Cape Town, 8002 (PO Box 2799, Cape Town, 8000)

  • 1

    SALIENT DATES AND TIMES RELATING TO THE LISTING

    The definitions and interpretations commencing on page 4 of this Pre-listing Statement apply to this section on salient dates and times relating to the Listing.

    2018

    Publication of declaration information on Tuesday, 8 May

    Abridged Pre-listing Statement and finalisation announcement published on  SENS on Monday, 14 May

    Abridged Pre-listing Statement published in the press on Tuesday, 15 May

    Pre-listing Statement posted to Tradehold Shareholders on Wednesday, 16 May

    Last day to trade for Tradehold Shareholders to be entitled to participate in the Distribution on Tuesday, 22 May

    Anticipated Listing Date of Mettle Investments on AltX at commencement of trade at 09:00 on Wednesday, 23 May

    Tradehold Shares commence trading “ex” their entitlement to the Distribution on Wednesday, 23 May

    Tax apportionment in respect of the Distribution released on SENS by 11:00 on Thursday, 24 May

    Record date for the Distribution on Friday, 25 May

    Mettle Investments Shares credited to the accounts of Tradehold Shareholders at their CSDPs/Brokers on Monday, 28 May

    Notes:

    1. All times referred to in this Pre-listing Statement are times in South Africa.

    2. The dates and times are subject to amendment, and any changes to the foregoing dates and times will be released on SENS.

    3. Tradehold Shares may not be Dematerialised or rematerialised between Wednesday, 23 May 2018 and Friday, 25 May 2018, both days inclusive.

  • 2

    TABLE OF CONTENTS

    Page

    CORPORATE INFORMATION OF METTLE INVESTMENTS Inside front cover

    SALIENT DATES AND TIMES RELATING TO THE LISTING 1

    DEFINITIONS, GLOSSARY AND INTERPRETATIONS 4

    PRE-LISTING STATEMENT

    1. INTRODUCTION 9

    2. THE RESTRUCTURE, DISTRIBUTION AND LISTING 9

    3. INFORMATION ABOUT METTLE INVESTMENTS 12

    4. DIRECTORS 16

    5. SHARE CAPITAL 22

    6. RIGHTS ATTACHING TO SHARES 25

    7. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES 26

    8. VOTING RIGHTS 26

    9. FINANCIAL INFORMATION 26

    10. GROUP ACTIVITIES 27

    11. MATERIAL CONTRACTS 29

    12. ADDITIONAL INFORMATION 29

    13. DIRECTORS’ RESPONSIBILITY STATEMENT 31

    14. DOCUMENTS AVAILABLE FOR INSPECTION 31

    ANNEXURE 1 REPORT ON THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF METTLE INVESTMENTS FOR THE THREE YEARS ENDED 28 FEBRUARY 2015, 2016 AND 2017 32

    ANNEXURE 2 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF METTLE INVESTMENTS FOR THE THREE YEARS ENDED 28 FEBRUARY 2015, 2016 AND 2017 83

    ANNEXURE 3 REVIEWED CONSOLIDATED INTERIM FINANCIAL INFORMATION OF METTLE INVESTMENTS FOR THE SIX MONTHS ENDED 31 AUGUST 2017 86

    ANNEXURE 4 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE REVIEWED CONSOLIDATED INTERIM FINANCIAL INFORMATION OF METTLE INVESTMENTS FOR THE SIX MONTHS ENDED 31 AUGUST 2017 93

    ANNEXURE 5 REPORT ON THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF REWARD FOR THE THREE YEARS ENDED 28 FEBRUARY 2015, 2016 AND 2017 95

    ANNEXURE 6 INDEPENDENT REPORTING ACCOUNTANTS