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Update regarding Subscription in Sasfin Wealth, Offer, Proposed Delisting and Withdrawal of Cautionary Announcement
SASFIN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1987/002097/06)
Share code: SFN
ISIN Number: ZAE000006565
("Sasfin Holdings" or "the Company")
UPDATE REGARDING THE SUBSCRIPTIONS FOR SHARES IN SASFIN WEALTH BY UNITAS AND
WIPFIN, THE OFFER, PROPOSED DELISTING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
1.1. Shareholders are referred to the announcement published on SENS on 15 July 2024 ("First
Announcement") wherein they were advised that: -
1.1.1 Sasfin Holdings and Sasfin Wealth, in support of the strategic repositioning of the Group,
had signed a framework agreement with Wipfin and Unitas, in terms of which the Offer by
Sasfin Wealth to Shareholders, at an offer price of R30.00 per Sasfin Holdings Share, would
be facilitated by means of the Subscriptions for Cash in Sasfin Wealth by Wipfin and Unitas,
to enable the Company to apply to delist from the stock exchange operated by the JSE; and
1.1.2 the implementation of the Subscriptions for Cash by Wipfin and Unitas and the Offer will be
subject to the fulfilment of certain suspensive conditions and a condition that the Offer is
accepted by Shareholders holding no more than 10% of the Sasfin Holdings Shares
("Maximum Acceptances Condition").
1.2. Sasfin Holdings is pleased to announce that definitive agreements to conclude the Subscriptions for
Cash have now been entered into, as detailed below.
1.3. In addition, the Company has received irrevocable undertakings not to accept the Offer, from
Shareholders holding more than 90% of Sasfin Holdings Shares in issue (less the Treasury Shares),
as detailed below, and therefore expects the Maximum Acceptances Condition to the Offer to be met.
1.4 The capitalised terms used but not defined in this announcement shall bear the same meaning given
to such terms in the First Announcement.
2. SUBSCRIPTIONS FOR CASH
2.1 Terms of the Subscriptions for Cash
Sasfin Wealth has on 27 August 2024 concluded a subscription agreement with each of Unitas and
Wipfin ("Subscription Agreements") in terms of which Unitas and Wipfin will each subscribe for
13 386 167 ordinary shares in Sasfin Wealth, initially representing 8.8% of the issued share capital of
Sasfin Wealth, for a subscription amount of R53 571 429, resulting in a total subscription consideration
of R107 142 858 ("Total Subscription Consideration").
2.2 Suspensive Conditions
In terms of the Subscription Agreements, the Subscriptions for Cash are subject to the fulfilment of the
following suspensive conditions, as well as such other suspensive conditions as are normal and
customary for a transaction of this nature:
2.2.1 approval of the Subscription Agreements by the requisite majority of Shareholders entitled to
vote thereon at the General Meeting;
2.2.2 receipt of such regulatory approvals as may be necessary for the implementation of the
Subscriptions for Cash; and
2.2.3 approval of a Shareholder resolution approving the Delisting by the requisite majority of
Shareholders entitled to vote thereon at the General Meeting.
2.3 Effective Date
The effective date of the Subscriptions for Cash in terms of the Subscription Agreements shall be one
business day prior to the date on which the Offer shall close for acceptances, or such other date as
may be agreed between Sasfin Wealth, Unitas and Wipfin, subject to the fulfilment, or if applicable
waiver, of the Suspensive Conditions detailed in paragraph 2.2 above ("Effective Date").
2.4 Payment of Subscription Consideration and Application of Proceeds
In terms of the Subscription Agreements, both Unitas and Wipfin shall on the Effective Date, pay a
cash amount equal to their respective portions of the Total Subscription Consideration in full to Sasfin
Wealth. The Total Subscription Consideration payable by Unitas and Wipfin will be used to fund the
Offer (subject to fulfilment of the Maximum Acceptances Condition) and pay Shareholders participating
in the Offer, with the remainder, if any, being deployed by Wealth.
3. IRREVOCABLE UNDERTAKINGS
Shareholders collectively holding 28,943,732 Sasfin Holdings Shares, representing 90.10% of the
Sasfin Holdings Shares in issue (excluding the Treasury Shares), have provided irrevocable
undertakings not to accept the Offer and will remain invested in Sasfin Holdings post the Delisting.
The Company therefore expects the Maximum Acceptances Condition to be met.
4. MANAGEMENT SUBSCRIPTION
4.1. Shareholders are referred to the First Announcement wherein they were advised that it is the intention
for the management of Sasfin Wealth to participate in a vendor financed issue of up to 15% of Sasfin
Wealth's issued share capital.
4.2. Shareholders are advised that while the Company is proceeding with the Management Subscription,
which will be subject to the necessary regulatory and Shareholder approvals, details are yet to be
finalised and no agreements are expected to be concluded in this regard prior to publication of the
Circular to Shareholders detailing the Transaction and convening the General Meeting to vote thereon.
5. CATEGORISATION, CIRCULAR AND SALIENT DATES AND TIMES
5.1. As the Subscriptions for Cash are categorised as related party transactions in terms of the JSE Listings
Requirements, the Offer comprises a repurchase of Sasfin Holdings Shares and the Delisting requires
Shareholder approval in terms of paragraph 1.15(a) of the JSE Listings Requirements, a Circular
containing full details of the Transaction, a notice of General Meeting and incorporating the view of the
Board and that of the Independent Sub-Committee on the Transaction and the independent expert
reports prepared by BDO on the Subscriptions for Cash and the Offer, will be distributed to
Shareholders in due course.
5.2. The salient dates and times in relation to the Circular and General Meeting will be published by way
of a SENS announcement.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Having regard to the information in this announcement Shareholders are advised that they no longer
need to exercise caution when dealing in their Sasfin Holdings Shares.
Johannesburg
27 August 2024
Corporate Advisor to Sasfin Holdings
Rothschild and Co
Legal Advisor to Sasfin Holdings
Edward Nathan Sonnenbergs Inc.
Independent Expert
BDO Corporate Finance Proprietary Limited
Transaction Sponsor and Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 27-08-2024 02:30:00
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