SASFIN HOLDINGS LIMITED - Acquisition, of the entire issued share capital of Benal

Acquisition, of the entire issued share
capital of Benal

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 Holdings” or “the Company”)


ANNOUNCEMENT REGARDING THE ACQUISITION, OF THE ENTIRE ISSUED SHARE
CAPITAL OF BENAL PROPERTY INVESTMENTS PROPRIETARY LIMITED (“BENAL”)


1.     INTRODUCTION

       Sasfin Holdings shareholders (“Shareholders”) are hereby advised that Sasfin
       Holdings, through its wholly owned subsidiary Sasfin Bank Limited (“Sasfin”) has
       entered into an agreement dated 15 December 2015 (“the Agreement”) with Mr Jossel
       Jacobs (“the Seller”), in terms of which Sasfin will acquire, subject to the fulfilment
       and/or waiver (where appropriate) of the conditions precedent specified in the
       Agreement and referred to in paragraph 4 below ("Conditions Precedent"), 100% of
       the issued share capital of Benal following which Benal will become a wholly owned
       subsidiary of Sasfin ("the Transaction").

2.     NATURE OF BUSINESS OF BENAL

       Benal is an investment holding company with two major asset classes being a property
       portfolio consisting of six industrial properties located in and around Gauteng
       (“Property Portfolio”) and a portfolio of securities listed on the exchange operated by
       JSE Limited (“JSE”).

3.     RATIONALE FOR THE TRANSACTION

3.1.      The Transaction has been concluded as part of Sasfin’s investment banking
          strategy and the intention is to dispose of Benal’s assets post Transaction.

3.2.      Sasfin is currently assessing various opportunities to scale up its investment
          banking activities, as part of its strategy to grow earnings in the Sasfin Capital
          division.

4.     SALIENT TERMS OF THE TRANSACTION

       The salient terms of the Transaction are:

4.1.      The maximum consideration payable by Sasfin on the closing date of the
          Transaction, being three business days following the effective date of the
          Transaction (“Closing Date”), shall be R100 000 000 (one hundred million Rand)
          or any such lesser amount calculated in terms of an agreed formula as contained in
          the Agreement (“Purchase Consideration”);

4.2.      The Purchase Consideration as at the date of entering into the Agreement based
          on the formula referred to in 4.1 above is R89 768 369 (eighty nine million seven
          hundred and sixty eight thousand, three hundred and sixty nine Rand);

4.3.      The Purchase Consideration will be settled in cash (from existing resources) on the
          Closing Date;

4.4.      The formula referred to in 4.1 above allows for market price fluctuations in the assets
          held by Benal;
4.5.      The Seller has provided Sasfin with warranties customary for a transaction of this
          nature; and

4.6.      The effective date of the Transaction will be the date on which the last condition
          precedent is either fulfilled or waived.

5.     CONDITIONS PRECEDENT

       The Transaction is subject to the fulfilment and/or waiver (where appropriate) of the
       following conditions precedent, including inter alia:

5.1.      by not later than the 25th (twenty fifth) business day following the date on which
          Sasfin and Seller entered into the Agreement (“Signature Date”), the Seller shall
          provide Sasfin with the management accounts of Benal as at the 30 November
          2015;

5.2.      Sasfin providing the Seller with written notice confirming that its relevant sanctioning
          committees have approved and ratified the entering into of the Agreement;

5.3.      that any approval which might be required in terms of the Competition Act 1998 (as
          amended) (“Competition Act”) for the entering into and implementation of the
          Agreement, is duly obtained by and at the cost of Sasfin, with the full co-operation
          of the Seller, in accordance with the requirements of the Competition Act;

5.4.      the South African Reserve Bank granting its approval for the acquisition of the total
          issued share capital of Benal in terms of the Banks Act, No 94 of 1990;

5.5.      that any consent which might be required in terms of any agreement to which Benal
          is a party for the change in the shareholding in Benal which will result from the
          implementation of the Agreement, is duly obtained in accordance with the
          requirements of that agreement;

5.6.      Sasfin providing the Seller with written notice confirming that it is satisfied with the
          outcome of the due diligence investigation conducted by Sasfin into the financial,
          legal, operational and tax affairs of Benal which shall include an analysis of the
          Property Portfolio and any material structural defects relating to the Property
          Portfolio;

5.7.      the Seller providing Sasfin with the audited financial statements of the Company for
          the financial year ending, 28 February 2015; and

5.8.      the board of directors of Sasfin Holdings, Sasfin, Benal and its shareholders passing
          all such resolutions as may be required to approve and implement the Transaction.

6.     BENAL’S MEMORANDUM OF INCORPORATION (“MOI”)

       The Company confirms that the MOI of Benal does not restrict the Company in any way
       from compliance with its obligations in terms of the JSE Listings Requirements. Nothing
       contained in the MOI shall relieve the Company from compliance with the JSE Listings
       Requirements.
7.      PROFITS AND NET ASSET VALUE ATTRIBUTABLE TO BENAL

        The after tax profits attributable to Benal for the year ended 28 February 2014, being
        Benal’s most recent financial year end for which audited financial statements are
        available, is R7 582 882, while the net asset value as at 28 February 2014 is
        R41 038 115.

        The Property Portfolio has been accounted for at cost for the year ended 28 February
        2014 and therefore does not reflect the market value of the Property Portfolio.

8.      CATEGORISATION OF THE TRANSACTION

        The Transaction is classified as a category 2 transaction as contemplated in terms of
        section 9 of the JSE Listings Requirements.

Johannesburg
17 December 2015

Lead Sponsor
KPMG Services Proprietary Limited

Investment Bank, Corporate and Structuring Advisor and Joint Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)

Tax advisor to Sasfin
Webber Wentzel

Legal advisors to the Seller
Knowles Husain Lindsay Inc.

Tax advisor to the Seller
Werksmans Attorneys

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