AVIOR CAPITAL MARKETS HOLDINGS LIMITED - Dealings in securities by associates of a director: share transfer

Dealings in securities by associates of a director: share transfer

AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(previously Jamispan Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number: 2015/086358/06
Share Code: AVR
ISIN: ZAE000211637
(“Avior Holdings” or “the Company”)

DEALINGS IN SECURITIES BY ASSOCIATES OF A DIRECTOR: SHARE TRANSFER

1.    Shareholders are referred to paragraphs 8.2.3 and 8.2.4 of the pre-listing statement of Avior
      Holdings, dated 30 May 2017, detailing the proposed Share Transfer, in terms of which the Avior
      Holdings shares held by the trustees for the time being of the Zazomia Trust (“Zazomia Trust”)
      would be transferred to Stately Horse Properties Proprietary Limited (“Stately Horse”), it being
      specifically recorded that both the aforementioned entities are “associates” (as contemplated in
      terms of the JSE Listings Requirements) of Mr Peter Koutromanos, the chief executive officer of
      the Company (“Mr Koutromanos”).


2.    For the avoidance of doubt, the Share Transfer will not result in any change in the indirect beneficial
      shareholding of Mr Koutromanos in Avior Holdings in terms of the JSE Listings Requirements
      (“Requirements”). As such, the Share Transfer does not trigger the provisions and requirements
      of a mandatory offer in terms of section 123(2) of the Companies Act No. 71 of 2008 (as amended)
      ("the Companies Act") and its associated regulations.


3.    In accordance with paragraphs 3.63 to 3.74 of the Requirements, the following information
      regarding the Share Transfer is disclosed:

       Name of the director:                            Mr Peter Koutromanos
       Company of which he is a Director:               Avior Holdings, chief executive officer
       Date of the Share Transfer:                      29 September 2017
       Class of securities:                             Ordinary shares
       Number of securities transferred:                85 898 200
       Price per security:                              113 cents
       Total value of transaction:                      R97 064 966
       Nature of transaction:                           The Share Transfer results in a disposal of the
                                                        stated number of securities by the Zazomia Trust
                                                        and an acquisition thereof by Stately Horse, it
                                                        being recorded that both the aforementioned
                                                        entities are “associates” of Mr Koutromanos.


                                                        For the avoidance of doubt, all costs associated
                                                        with the Share Transfer were borne by the
                                                        Zazomia Trust.

        Name of the associates and relationship         Mr. Koutromanos is a trustee and beneficiary of
        with director                                   the Zazomia Trust and sole director and
                                                        shareholder of Stately Horse.

        Nature and extent of the director’s interest    Mr Koutromanos' interest in the securities
        in the transaction:                             forming the subject matter of the Share Transfer
                                                        will remain unchanged, i.e. in-direct beneficial.
        
        Confirmation whether the transaction was        On-market
        implemented “on-market” or “off-market”:
        Clearance to deal obtained:                     Notwithstanding that the Share Transfer was
                                                        between associates of Mr Koutromanos,
                                                        clearance to deal has been obtained in terms of
                                                        paragraph     3.66    of        the    JSE   Listings
                                                        Requirements.


4.     In accordance with section 122(3)(b) of the Companies Act and paragraph 3.83(b) of the JSE
       Listings Requirements, shareholders are hereby advised that the Company has received formal
       notification in the prescribed form that:


4.1.          the trustees for the time being of the Zazomia Trust have reduced the interest of the
              Zazomia Trust in the securities of the Company such that the total interest in the securities
              of the Company held by the Zazomia Trust after the Share Transfer amounts to 0% of the
              total issued ordinary shares of the Company; and


4.2.          Stately Horse has increased its interest in the securities of the Company such that the total
              interest in the securities of the Company held by Stately Horse amounts to 58,72% of the
              total issued ordinary shares of the Company.

Johannesburg

02 October 2017
DESIGNATED ADVISOR:
Pallidus Capital Proprietary Limited

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