NVEST FINANCIAL HOLDINGS LIMITED - Specific issue of share for cash and renewal of cautionary announcement

Specific issue of share for cash and renewal of cautionary announcement

NVEST FINANCIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/015990/06)
(“NVest” or “the group”)
I SI N Code: ZAE000199865 JSE Code: NVE


SPECIFIC ISSUE OF SHARES FOR CASH AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


Specific issue of shares for cash
NVest shareholders are adv ised that NVest has entered into an agreement w ith the Rayner
Sparg Trust (“the Trust”) in terms of w hich the Trust w ill subscribe for 26 241 722 shares at a
subscription price of R2.80 (280 cents) per share (“subscription price”) amounting to
R73 476 821.60. The subscription price w ill be settled through the capitalisation of loan amounts
prev iously owing to the Trust by NVest Properties Limited, a w holly ow ned subsidiary of NVest, in
the amount of R67 596 821.60 and the balance in cash of R5 880 000.

The subscription price is at a premium to the 30 day Volume Weighted Av erage Price (“VWAP”)
of R2.59 (259 cents) per share at 17 August 2015, being the date at w hich the board approv ed
the specific issue of shares. The shares to be issued w ill rank pari passu w ith the existing shares in
issue.

The Trust is a related party to NVest as defined in the JSE Listings Requirements and accordingly
shareholder approv al for this specific issue of shares w ill be required. How ev er, due to the
subscription price being at a premium to the 30 day VWAP, a fairness opinion w ill not be
required in accordance w ith the JSE Listings Requirements.

The rationale for the subscription of shares and the capitalisation of the loan account is to
further strengthen the financial position of the group w hilst retaining the cash raised at listing
and through the cash portion of this subscription for purposes of the group’s acquisition strategy
as opposed to settling debt. Furthermore, the subscription w ill further enhance the group’s
relationship w ith the Trust w hich is a strategic shareholder in the group.

The financial effect on the net asset v alue per share as w ell as earnings and headline earnings
per share is immaterial as the capitalisation of the loan account amounts to the extinguishing of
a liability and is tantamount to cash. The loan w ill cease bearing interest w ith effect from 1
August 2015 and the pricing of the share issue has been calculated to ensure that the
transaction is marginally earnings accretiv e to NVest.

Subsequent to this share issue, NVest w ill hav e 268 741 722 shares in issue.

A circular, incorporating a notice of General Meeting, w ill be sent to shareholders w ithin 60
days of this announcement in accordance w ith the JSE Listings Requirements.
Renewal of cautionary announcement
Shareholders are reminded that the Company is in separate acquisition negotiations as
prev iously announced, w hich negotiations are w ell adv anced and a terms announcement is
expected before the end of August 2015. Accordingly, shareholders are advised to continue to
exercise caution w hen dealing in the Company’s securities until a further announcement is
made.

19 August 2015
East London

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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