SASFIN HOLDINGS LIMITED - Update regarding the Acquisition of ATFS' Loan Book and Withdrawal of Cautionary Announcement

Update regarding the Acquisition of ATFS' Loan Book and Withdrawal of Cautionary Announcement

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”)

UPDATE REGARDING THE ACQUISITION OF ABSA TECHNOLOGY FINANCE SOLUTIONS
PROPRIETARY LIMITED’S (“ATFS”) LOAN BOOK AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT

1. Introduction

   Sasfin shareholders (“Shareholders”) are referred to the announcement published on 13 March
   2017 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 (“Acquisition”). Shareholders are also referred
   to the subsequent renewal of cautionary announcements published on 28 April 2017, 8 June 2017,
   21 July 2017 and 21 August 2017.

2. Update regarding the Acquisition

   Shareholders are advised that the parties have entered into the definitive agreements relating to the
   Acquisition. However, the Acquisition is still subject to the fulfilment or waiver (where capable of
   waiver) of several conditions precedent including regulatory approvals and Sasfin Shareholder
   approval. The Acquisition is a Category 1 transaction in terms of the JSE Limited Listings
   Requirements and therefore requires Shareholder approval. A circular incorporating a notice
   convening a general meeting and setting out information regarding the Acquisition (“Circular”) will
   be despatched to Shareholders in due course.

3. The net assets and profits attributable to the Acquisition

   The value of the net assets that are the subject of the Acquisition was R1 404 169 987 as at 30 June
   2017. This information has been extracted from ATFS’ statement of financial position as at 30 June
   2017 as set out in ATFS’ unaudited management accounts.

   The profit after tax attributable to such net assets for the twelve months ended 30 June 2017 was
   R25 587 364. This information was derived by:
   - deducting ATFS’ unaudited management accounts for the six months ended 30 June 2016 from
     ATFS’ audited results for the year ended 31 December 2016 (prepared in accordance with
     International Financial Reporting Standards); and
   - aggregating same with ATFS’ unaudited management accounts for the six months ended
     30 June 2017
   in order to reflect the most recent twelve months of profit after tax attributable to the Acquisition. The
   accounting policies applied when preparing the aforementioned management accounts were
   consistent with those applied when preparing the audited financial statements for the year ended
   31 December 2016. The Company is satisfied with the quality of the unaudited management
   accounts from which this financial information has been extracted or derived. ATFS’ audited financial
   information for the three years ended 31 December 2016, the interim results for the six months
   ended 30 June 2016 and 30 June 2017 (which will be reviewed for purposes of the Circular) and the
   detailed pro forma financial effects (“Financial Effects”) of the Acquisition will be presented in the
   Circular.

4. Withdrawal of cautionary announcement

   Shareholders are referred to the most recent renewal of cautionary announcement published on the
   Stock Exchange News Service on 21 August 2017. Further to the information regarding the net
   assets and profits attributable to the Acquisition set out in paragraph 3 above, caution is no longer
   required to be exercised by Shareholders when dealing in their Sasfin securities.

Johannesburg
11 October 2017

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

Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited

Legal Adviser to Sasfin regarding the Acquisition
Werksmans Attorneys

Reporting Accountant on the Financial Effects
Grant Thornton

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