SYGNIA LIMITED - Fulfilment of suspensive conditions

Fulfilment of suspensive conditions

SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
JSE share code: SYG
ISIN: ZAE000208815
("Sygnia" or the "Company")

FULFILMENT OF SUSPENSIVE CONDITIONS FOR THE ACQUISITION OF ALL OF THE
ISSUED SHARES IN DB X-TRACKERS (RF) PROPRIETARY LIMITED FROM
DEUTSCHE GROUP HOLDINGS (SOUTH AFRICA) PROPRIETARY LIMITED

1.    INTRODUCTION

      Sygnia shareholders (“Shareholders”) are referred to the SENS announcement dated 30 March
      2017 detailing that the Company had entered into a sale of shares agreement to acquire all of
      the issued shares in db X-trackers (RF) Proprietary Limited (“DBX”) from Deutsche Group
      Holdings (South Africa) Proprietary Limited (“Deutsche”) (the “Acquisition”) for a total
      consideration of R325 000 000 to be settled in cash (“the Purchase Price”), subject to the
      suspensive conditions set out below:

      •   Approval by the Competition Authorities; and
      •   Approval by the Registrar of Collective Investment Schemes.

2.    FULFILMENT OF SUSPENSIVE CONDITIONS

      We are pleased to advise our Shareholders that the two suspensive conditions listed above have
      been fulfilled following the approval of the Acquisition by the respective regulatory authorities as
      at 13 June 2017 and the Acquisition is now unconditional. Based on the terms of the sale of
      shares agreement the Effective Date will be 1 July 2017.

3.    SETTLEMENT OF THE PURCHASE PRICE

      The Purchase Price of R325 000 000 will be settled by the Company through the utilisation of a
      bridge loan from Nedbank. The bridge loan will, in time, be settled from a combination of internal
      cash resources, a term-funding structure and a limited rights offer, the details of which will be
      communicated to Shareholders in due course.

4.    FURTHER SALIENT INFORMATION

      From Sygnia’s perspective the Acquisition increases Sygnia’s assets managed on a passive
      basis by R11.8 billion (based on DBX AUM at 13 June 2017), to R28.1 billion, and enables Sygnia
      to enter the ETF market with substantial assets and a highly credible product offering.

      In terms of existing DBX clients, there are no changes that are envisaged and no action needs
      to be taken.

      Furthermore, subsequent to the Effective Date, Sygnia will apply to the Registrar of Collective
      Investment Schemes for a change in name of DBX to “Sygnia Itrix”.


14 June 2017


Transaction Sponsor                  Legal Advisor                      Sponsor
PricewaterhouseCoopers               Webber Wentzel                     Nedbank Corporate and
Corporate Finance (Pty) Ltd                                             Investment Banking

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