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Change in interest of shareholding and update on ATFS acquisition
Sasfin Holdings Limited
(Incorporated in the Republic of South Africa) ATFS
(Registration Number 1987/002097/06)
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
(“Sasfin” or “the Company”)
ANNOUNCEMENT REGARDING:
- THE DISCLOSURE OF AN ACQUISITION AND A DISPOSAL OF SECURITIES IN TERMS OF
SECTION 122 OF THE COMPANIES ACT; AND
- AN UPDATE REGARDING THE ACQUISITION OF ABSA TECHNOLOGY FINANCE SOLUTIONS
PROPRIETARY LIMITED’S (“ATFS”) LOAN BOOK
1. Disclosure of an acquisition and disposal of securities
In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended
(“Companies Act”) and section 3.83(b) of the JSE Limited (“JSE”) Listings Requirements, Sasfin
shareholders (“Shareholders”) are hereby advised that the Company has received formal
notification in the prescribed manner that:
- Wipfin Investments Proprietary Limited (formerly known as Sinvest Investments 245 Proprietary
Limited), (“Wipfin”), a wholly-owned subsidiary of Women Investment Portfolio Holdings Limited
(“WIPHOLD”), has acquired an interest in the securities of the Company (“Acquisition”). Following
the Acquisition, the total direct interest in the securities of the Company held by Wipfin has
increased from 0% to 25.1% of the total issued share capital of the Company; and
- Rolbase Investments Proprietary Limited (“Rolbase”) has disposed of an interest in the securities
of the Company (“Disposal”). Following the Disposal, the total direct interest in the securities of
the Company held by Rolbase has decreased from 9.7% to 2.3% of the total issued share capital
of the Company.
The Acquisition and Disposal were effected in terms of Sasfin’s recently concluded B-BBEE
transaction in terms of which:
- Wipfin subscribed for Sasfin ordinary shares (“Shares”) at R51.00 per share in terms of a
specific issue of shares for cash; and
- Sasfin made an offer to repurchase all or some of the Shares held by Shareholders at R51.00
per share in compliance with all of the applicable requirements for a scheme of arrangement in
terms of section 114 of the Companies Act as read with section 115 of the Companies Act.
2. Update regarding the acquisition of the ATFS loan book
Shareholders are referred to the announcement published on 13 March 2017, and subsequent
update announcements, wherein they were advised that Sasfin had concluded a binding offer with
ATFS, in terms of which, subject to the fulfilment or waiver (where capable of waiver) of certain
conditions precedent, Sasfin or its nominee will acquire ATFS’ entire loan book, ATFS’ staff and
information technology systems related to the management of the loan book (“ATFS
Acquisition”).
Shareholders are advised that the Company is in the process of finalising the circular regarding the
ATFS Acquisition. Consequently, the Company has applied for, and the JSE has granted, a further
extension of the 60 day rule pursuant to paragraph 9.20(b) of the JSE Listings Requirements to
dispatch the circular regarding the ATFS Acquisition to Shareholders by 30 November 2017.
Johannesburg
3 November 2017
Corporate Adviser and Lead Sponsor
Sasfin Capital (a member of the Sasfin Group)
Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
Date: 03/11/2017 02:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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