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Acquisition of Equity Swaps with reference to RECM and Calibre Limited Preference Shares
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00015
(“Astoria” or “the Company”)
ACQUISITION OF EQUITY SWAPS WITH REFERENCE TO RECM AND CALIBRE LIMITED PREFERENCE SHARES
1. Introduction
Shareholders are advised that, on 30 October 2020, Astoria entered into an equity swap agreement with Peresec
Prime Brokers Proprietary Limited in respect of 4 200 000 RECM and Calibre Limited (“RAC”) preference shares,
for an aggregate consideration of R35 700 000 (“the Transaction”), at the equivalent of R8.50 per RAC preference
share.
2. Rationale for the Transaction
The investment manager is of the view that the current price of RAC preference shares, being 55% below their
underlying net asset value per share, presents an attractive investment opportunity for Astoria. The equity swap
mechanism is the most efficient manner for Astoria to obtain exposure to the RAC preference share price.
3. Overview of Astoria
Astoria is a global investment company which was incorporated on 20 April 2015 in Mauritius and holds a Global
Business License in accordance with the Mauritian Companies Act, 2001 and the Mauritian Financial Services Act,
2007. Astoria has primary listings on the Stock Exchange of Mauritius (“SEM”) and the Alternative Exchange of
the JSE Limited (“JSE”). Astoria is currently a 100% subsidiary of RAC.
4. Overview of RAC
RAC is a South African-incorporated company which has its participating preference shares listed on the Main
Board of the JSE as Hybrid Financial Instruments. RAC’s ordinary shares are unlisted. RAC functions as an
investment entity which has a global investment mandate and the ability to invest in any asset class, whether listed
or unlisted.
5. Conditions Precedent
There are no conditions precedent to the Transaction.
6. Effective Date
The Transaction became effective on 30 October 2020.
7. Financial information of RAC
In terms of its unaudited unreviewed condensed interim results, RAC’s net asset value at 30 September 2020 was
R901 437 722 (or R19.02 per RAC preference share) and it generated a loss after taxation of R67 090 615 for the
six months then ended.
The above unaudited historical financial information of RAC is calculated in accordance with International
Financial Reporting Standards.
8. Categorisation
In terms of the JSE Listings Requirements, the Transaction is a Category 2 transaction with reference to the last
traded price of Astoria shares on the JSE prior to the suspension of trading on 23 March 2020. The Board is of the
view that, having regard for the Company’s current net asset value, the Transaction constitutes material price
sensitive information.
This notice is issued pursuant to SEM Listing Rule 11.3. The Board accepts full responsibility for the accuracy of
the information contained in this announcement.
02 November 2020
JSE Designated Advisor
Questco Corporate Advisory Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 02-11-2020 05:35:00
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