NVEST FINANCIAL HOLDINGS LIMITED - General Repurchase of Shares

General Repurchase of Shares

NVEST FINANCIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2008/015990/06)
(“NVest” or “the Company”)
ISIN Code: ZAE000199865 JSE Code: NVE


GENERAL REPURCHASE OF SHARES


1.   INTRODUCTION
     In compliance with paragraph 11.27 of the Listings Requirements of the JSE Limited
     (“JSE”), the board of directors of the Company ("the Board") hereby advises shareholders
     that the Company, in accordance with the general authority granted by shareholders
     at the Company’s annual general meeting held on 17 August 2020 (“General Authority”),
     has cumulatively repurchased 46,404,511 NVest ordinary shares (“Shares”) in the
     aggregate, representing 15,302% of the Company's issued share capital) ("Repurchase").

     The Company reached the 15% repurchase threshold, as provided for in the Listings
     Requirements of the JSE, on 5 July 2021, hence requiring the publication of this
     announcement.

2.   DETAILS OF THE REPURCHASE
     Details of the Repurchase are as follows:

      Dates of Repurchases:                                      25 June 2021 to 5 July 2021
      Total number of shares repurchased:                                          4 373 085
      Highest price paid per share repurchased:                                        R2.10
      Lowest price paid per share repurchased:                                         R1.96
      Total value of Shares repurchased:                                       R9 183 294.09
      Shares in issue at the date the General Authority to
      repurchase shares was granted (including treasury
      shares):                                                                   303 241 722
      Shares in issue (post the Repurchase, cancellation
      and delisting of the Shares)*:                                             256 837 211
      Number of treasury shares before and after the
      Repurchase:                                             0 (0% of issued share capital)
     * Application to have the repurchased shares delisted has been submitted to the JSE.

     The extent of the General Authority outstanding is 14 243 833 ordinary shares, representing
     4.70% of the Company’s total issued share capital at the time the General Authority was
     granted.

3.   STATEMENT BY THE BOARD
     The Board has considered the effect of the Repurchase and is of the opinion that, for a
     period of 12 months following the date of the Repurchase and as at the date of this
     announcement:

     -   the Company and its subsidiaries (“the Group”) will be to pay its debts in the ordinary
         course of business;
     -   the assets of the Company and the Group will be in excess of the liabilities of the
         Company and the Group. For this purpose, the assets and liabilities were recognised
         and measured in accordance with the accounting policies used in the latest audited
         annual group financial statements;
     -   the share capital and reserves of the Company and the Group will be adequate for
         ordinary business purposes; and
     -   the working capital of the Company and the Group will be adequate for ordinary
         business purposes.

     The Company and the Group have passed the solvency and liquidity test and since the
     test was performed, there have been no material changes to the financial position of the
     Group.

4.   SOURCE OF FUNDS
     The Repurchase was funded from the Company’s available cash resources. In the
     current business environment, the NVest share price still favours a repurchase of shares.
     Following the Repurchase, the Company is still well positioned to fund its planned growth
     strategy from its current resources and future cash flow. The strategy will be earnings
     enhancing.

5.   IMPACT OF THE REPURCHASE ON FINANCIAL INFORMATION
     The Company’s cash balance has, to date, decreased by R97 436 682.94 as a result of
     the Repurchase. The annualised interest foregone on the cash required to date to effect
     the Repurchase is estimated to amount to approximately R2 463 160.06 after tax,
     assuming an average interest rate of 2.53% after tax as earned in the previous financial
     year. The Repurchase, to date, will have the effect of reducing the number of shares in
     issue used for purposes of the net asset value per share, earnings per share and headline
     earnings per share calculations by 46 404 511 shares.

6.   COMPLIANCE WITH PARAGRAPH 5.72(a) OF THE LISTINGS REQUIREMENTS
     The Repurchase was effected through the order book operated by the JSE trading
     system and done without any prior understanding or arrangement between the
     Company and the counter parties. Accordingly, the Company has complied with
     paragraph 5.72(a) of the Listings Requirements of the JSE.

East London
8 July 2021

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 08-07-2021 12:45:00
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