ASTORIA INVESTMENTS LIMITED - Disposal of interest in Star Strategic Assets III LP

Disposal of interest in Star Strategic Assets III LP

ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 1297585 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
(“Astoria” or “the Company”)

DISPOSAL OF INTEREST IN STAR STRATEGIC ASSETS III LP

Shareholders are hereby advised that Astoria through its wholly-owned subsidiary, Astoria LP Holdings Ltd
(“Astoria LP”), has entered into a sale and purchase agreement on 12 December 2019 (“Agreement”) with a Bermuda 
domiciled Corporate Pension Fund (“the Buyer”) which Agreement became effective as of 12 December 2019 
(“Effective Date”).

Astoria LP is currently a limited partner of STAR Strategic Assets III LP (“Star”), an English limited liability
partnership (the “Partnership”). The Partnership is governed by the terms of a fourth amended and restated
limited partnership agreement dated 20 December 2018 (as amended or restated from time to time) (the “Partnership 
Agreement”). Astoria LP holds a limited partner interest in the Partnership representing a capital contribution 
of €45 and a loan commitment of €4,499,955 (“Capital Commitment”) (collectively, “the Transferred Interest”).

Astoria LP wishes to transfer its entire Transferred Interest and all of its rights and obligations as a limited 
partner to the Buyer, for a purchase price of an aggregate amount equal to EUR 1,714,587 as adjusted for (i) any
commitments paid by Astoria LP and (ii) all distributions received by Astoria LP between 10 October 2019 and the 
Effective Date (“Disposal Consideration”) with effect from the Effective Date (“the Transaction”).

Star is an independent private equity firm with a 15-year specialist focus on building and developing businesses
around strategic assets.

The Transaction is in accordance with Astoria’s investment policy approved by shareholders on 20 March 2019 with 
the objective to return substantially all of Astoria’s capital in cash to shareholders through the realisation of
substantially all of its assets. The proceeds of the Transaction will be re-invested in short-term liquid investments
until such time as Astoria’s capital may be returned to shareholders.

The Agreement is conditional on payment of the Disposal Consideration by the Buyer in cash to Astoria within 10 
business days following the Effective Date.

Warranties and indemnities applicable to the Transaction are standard for a corporate action of this nature.

The carrying value of the investment in Star as at 30 September 2019 was USD 2,019,324. There is no income that 
has been received from Star apart from the unrealised loss in the amount of USD 83,528.11 for the nine months ended
30 September 2019. This financial information has been extracted from the unaudited management accounts of Astoria 
for the nine months ended 30 September 2019. The management accounts were prepared in terms of the Company’s accounting 
policies and International Financial Reporting Standards. The Company is satisfied with the quality of the management 
accounts of Astoria, which were prepared under the supervision of the Astoria management. This financial information 
has not been reviewed or reported on by Astoria’s auditors.

The Transaction is not a categorisable transaction in terms of the JSE Listings Requirements. The disclosures provided 
in this announcement are voluntary and for information purposes only.

12 December 2019

This communique has been issued pursuant to SEM Listing Rule 11.3. The Board of Directors of Astoria accepts full 
responsibility for the accuracy of the information contained in this communique.

                                                                                  
JSE designated advisor     Mauritian company administrator        SEM authorised representative         NSX sponsor
                           and company secretary                  and sponsor

Java Capital               Osiris International Group             GB Capital                            Cirrus Securities


    

Date: 12-12-2019 02:00:00
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