Wrap Text
The disposal of interest in Efficient Group Proprietary Limited and withdrawal of cautionary
SASFIN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002097/06)
Share Code: SFN ISIN Number: ZAE000006565
Preference Share Code: SFNP ISIN Number: ZAE000060273
(“Sasfin” or “the Company”)
ANNOUNCEMENT REGARDING THE DISPOSAL OF INTEREST IN EFFICIENT GROUP
PROPRIETARY LIMITED; and
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Sasfin shareholders (“Shareholders”) are referred to the cautionary announcements
published on SENS on 26 May, 7 July, 19 August and 30 September 2020 and are advised
that Sasfin’s wholly owned subsidiary, Sasfin Wealth Proprietary Limited (“Sasfin Wealth”),
and Summit Private Equity Proprietary Limited, in its capacity as the ultimate general partner
of the Summit Private Equity Fund Partnership (“Purchaser”) have on 5 October 2020 entered
into a sale of shares agreement (“Disposal Agreement”) in terms of which Sasfin Wealth will
dispose of its 21.10% interest in the Efficient Group Proprietary Limited (“Efficient”), subject
to certain suspensive conditions (“Disposal”). In terms of the Disposal Agreement the
Purchaser also acquires a further 15.04% interest in Efficient from another exiting shareholder.
The Purchaser has also concluded a further sale of shares agreement in terms of which it will
acquire an additional 1.25% interest in Efficient from a further exiting shareholder on the same
terms and conditions as are contained in the Disposal Agreement mutatis mutandis (the
“Further Disposal”). Upon implementation of the Disposal and the Further Disposal, the
Purchaser will hold a 37.39% interest in Efficient.
2. THE DISPOSAL
2.1 Nature of Efficient’s Business
Efficient is an authorised financial services provider. The current areas of operation of
Efficient and its subsidiaries (including Boutique Collective Investments RF Proprietary
Limited, being a South African Collective Investments Scheme (“CIS”) service provider
that offers own-brand and co-branded CIS portfolios to wealth and asset managers)
(collectively hereinafter referred to as the “Efficient Group”), include financial
planning, estate planning and fiduciary services, employee benefit consulting,
investment management, life and business assurance, short-term insurance, deal and
execution services and cash management.
2.2 Rationale for the Disposal
Sasfin Wealth received an unsolicited offer for its minority interest in Efficient at a
consideration above Sasfin Wealth’s carrying value in respect of Efficient. Sasfin
believes that the Disposal represents an opportunity to deploy capital more effectively
within the Sasfin group.
2.3 Consideration for the Disposal
The consideration payable to Sasfin Wealth for the Disposal of its 21.10% interest in
Efficient shall be an aggregate amount of R146,261,175.20.
2.4 Application of Disposal Consideration
The Disposal consideration will be paid in cash on the Effective Date as defined in
paragraph 2.5 below and will be deployed within the Sasfin group to grow core
businesses.
2.5 Suspensive Conditions and Effective Date
The Disposal is subject to the fulfilment or waiver (where applicable) of the following
outstanding suspensive conditions:
2.5.1 by no later than 2 November 2020 or a later date following an extension in
accordance with the terms of the Disposal Agreement:
2.5.1.1 the Takeover Regulation Panel provides written confirmation that the Disposal
and the Further Disposal are exempted from the application of Parts B and C
of the Companies Act, 71 of 2008, (as amended) (“Companies Act”) and the
Takeover Regulations prescribed by the Minster of Trade and Industry in terms
of section 120 of the Companies Act;
2.5.1.2 the Purchaser and the remaining shareholders of Efficient (being all
shareholders of Efficient, other than Sasfin Wealth and the other exiting
shareholders) agree on certain required changes to the Efficient shareholders
agreement and memorandum of incorporation; and
2.5.1.3 all regulatory requirements and shareholder approvals required for the
implementation of the Disposal are complied with and obtained;
2.5.2 by no later than 23 November 2020 or a later date following an extension in
accordance with the terms of the Disposal Agreement, the required notifications
to the Financial Sector Conduct Authority of the applicable change in
shareholding and ownership as a result of the Disposal and the Further
Disposal and such acknowledgement of receipts and approvals as are
necessary are duly obtained; and
2.5.3 by no later than 1 business day after fulfilment or waiver, as the case may be,
of the last suspensive condition above, Efficient confirms in writing that no
insolvency event in respect of any company within the Efficient Group or
material adverse change (“MAC”) has occurred. In terms of the Disposal
Agreement MAC means any event or circumstance which is reasonably likely
to have a material adverse effect, being the loss of (i) a material client or
contract of any company within the Efficient Group which is likely to give rise to
a reduction of 10% or more of the revenue of Efficient as set out in the FY2021
budget approved by the board of directors of Efficient on 17 July 2020; or (ii)
material consent(s), permit(s), accreditation(s), certificate(s) and license(s)
necessary for the conduct of the business and affairs of any company within
the Efficient Group, which results, or is reasonably likely to result, in a reduction
of more than 10% of the revenue of Efficient as set out in the FY2021 budget
of Efficient approved by the board of directors of Efficient on 17 July 2020 or
(iii) certain key employees of Efficient.
The suspensive conditions in paragraphs 2.5.1.1, 2.5.1.2 and 2.5.3 are capable of waiver
by the Purchaser in its sole discretion. The suspensive conditions in paragraphs 2.5.1.3
and 2.5.2 are not capable of waiver.
The effective date of the Disposal shall be the third business day after the day on which
the last of the suspensive conditions are fulfilled or waived, as the case may be (“Effective
Date”).
3. WARRANTIES
Sasfin Wealth and the Purchaser have given each other such warranties as are usual in
disposal agreements of this nature. In addition, Sasfin Wealth has given the Purchaser
limited warranties related to unencumbered title of its Efficient shares, such that save for
these warranties the Efficient interest is sold on a "voetstoots" basis.
4. THE NET ASSETS AND PROFITS ATTRIBUTABLE TO SASFIN’S INTEREST IN
EFFICIENT
The audited value of Sasfin’s net assets that are the subject of the Disposal as at 30 June
2020 was R119,124,866.79 and Sasfin’s audited profit after tax attributable to such net
assets for the financial year ending 30 June 2020 was R8,160,219.79.
The audited figures herein have been prepared in accordance with International Financial
Reporting Standards.
5. CATEGORISATION OF THE ACQUISITION
The Disposal is a Category 2 transaction in terms of the JSE Limited Listings
Requirements and therefore does not require Shareholder approval.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
With reference to the information disclosed in this announcement Shareholders are no
longer required to exercise caution when dealing in their Sasfin securities with regard to
the Disposal.
Johannesburg
5 October 2020
Lead Sponsor to Sasfin
Sasfin Capital (a division of Sasfin Bank Limited)
Independent Sponsor to Sasfin
Deloitte & Touche Sponsor Services Proprietary Limited
Date: 05-10-2020 03:51:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
