SASFIN HOLDINGS LIMITED - Results of B-BBEE specific repurchase transaction and directors dealing

Results of B-BBEE specific repurchase transaction and directors dealing

Sasfin Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/002097/06)
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
(“Sasfin” or “the Company”)

ANNNOUNCEMENT REGARDING:
- COMPLETION OF THE B-BBEE TRANSACTION WITH WOMEN INVESTMENT PORTFOLIO
   HOLDINGS LIMITED (“WIPHOLD”); AND
- THE DEALING IN SECURITIES BY AN ASSOCIATE OF DIRECTORS

1. INTRODUCTION

   Sasfin shareholders (“Shareholders”) are referred, inter alia, to the circular dated 21 August 2017
   (“Circular”) regarding the Transaction (defined below) and the announcement dated 16 October
   2017 wherein they were advised that all suspensive conditions to the Transaction had been
   fulfilled.

   In terms of the Transaction:

   -   Wipfin Investments Proprietary Limited (formerly known as Sinvest Investments 245
       Proprietary Limited) (“Wipfin”), a wholly-owned subsidiary of WIPHOLD, would subscribe for
       Sasfin ordinary shares (“Shares”) at R51.00 per share in terms of a specific issue of shares
       for cash (“Subscription”); and
   -   Sasfin would make an offer to repurchase all or some of the Shares held by Shareholders
       (“Repurchase Offer”) 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, 71
       of 2008 (as amended) (“Companies Act”) as read with section 115 of the Companies Act.

   The Subscription and Repurchase Offer (collectively “Transaction”) were indivisibly linked.

2. THE SUBSCRIPTION AND RESULTS OF THE REPURCHASE OFFER

   Shareholders are advised that in terms of the Subscription, 8 107 662 Shares were issued to
   Wipfin and listed on the exchange operated by JSE Limited on Monday, 30 October 2017.

   In terms of the Repurchase Offer, which closed on Friday, 27 October 2017, Sasfin received
   acceptances in respect of 9 949 074 Shares, equating to 122.7% of 8 107 662 Shares (being the
   maximum number of Shares that could be repurchased in terms of the Repurchase Offer).
   Accordingly, the formula referred to in the Circular was applied so as to ensure that only
   8 107 662 Shares were acquired by Sasfin in terms of the Repurchase Offer.

   Following the successful implementation of the Transaction, Wipfin now holds 25.1% of the
   Shares in issue.

3. DEALING IN SECURITIES

   In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
   Company hereby discloses the following sale of securities by an associate of directors in terms of
   the Repurchase Offer:

  Names of directors:                      Mr RDEB Sassoon (Chief Executive Officer)
                                           Mr MEE Sassoon (Executive Director)
  Name of company:                         Sasfin Holdings Limited
  Name of associate and relationship       Rolbase     Investments  Proprietary Limited
  with directors:                          (“Rolbase”), a wholly owned company of The
                                           Sassoon Children’s Trust of which Mr RDEB
                                           Sassoon is a trustee and a discretionary beneficiary
                                           and Mr MEE Sassoon is a discretionary beneficiary
   Date of transaction:                    1 November 2017
   Nature of transaction:                  Sale of Shares by Rolbase to the Company in terms
                                           of the Repurchase Offer
   Class of securities:                    Ordinary shares
   Number of ordinary shares:              2 385 348 ordinary shares
   Disposal price per ordinary share:      R51
   Value of the ordinary shares sold:      R121 652 748
   Nature of interest of the respective    An indirect discretionary interest
   directors:
   Clearance obtained:                     Not applicable as the sale was effected by an
                                           associate of the directors


Johannesburg
1 November 2017

Corporate Adviser and Lead Sponsor
Sasfin Capital (a member of the Sasfin group)

Independent Sponsor to the Transaction
Deloitte & Touche Sponsor Services Proprietary Limited

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