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SOUTHERN VIEW FINANCE LTD - COMPLETION AND IMPLEMENTATION OF MATERIAL TRANSACTION; DECLARATION OF DISTRIBUTION AND REPURCHASE BY SVF OF SHARES

Release Date: 02/10/2015 07:30
Code(s): SVF SVFB     PDF:  
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COMPLETION AND IMPLEMENTATION OF MATERIAL TRANSACTION; DECLARATION OF
DISTRIBUTION AND REPURCHASE BY SVF OF SHARES

SOUTHERN VIEW FINANCE LIMITED
(Incorporated in Bermuda with registration number 47305)
Class A share codes: BSX: SVF.BH               JSE: SVF                                                  ISIN: BMG829251013
Class B share codes: BSX: SVFB.BH              JSE: SVFB                                                 ISIN: BMG829251195

("SVF" or "the Company")


 COMPLETION AND IMPLEMENTATION OF MATERIAL TRANSACTION; DECLARATION OF
 DISTRIBUTION AND REPURCHASE BY SVF OF SHARES

Shareholders are referred to the announcement released by SVF on 17 August 2015 regarding the material
agreements (“Transaction Agreements”) concluded between the Company, Fulcrum Financial Services
SA (“Fulcrum”) and the shareholders of SVF. SVF hereby confirms that all conditions precedent to which
the transaction agreements were subject have been fulfilled or waived, and that the transaction in terms of
which Fulcrum has acquired all of SVF’s subsidiaries is accordingly unconditional and will be implemented
in accordance with the terms of the Transaction Agreements. SVF further confirms that Fulcrum has elected
to settle the purchase consideration due to SVF by the creation of a loan claim in favour of SVF and its
successors-in-title in an amount equal to the purchase price due in terms of the agreement with Fulcrum
(“Loan Claim”). Interest will accrue on the Loan Claim in accordance with the agreement with Fulcrum.
In the circumstances and in accordance with SVF’s bye-laws, the listings regulations of the Bermuda Stock
Exchange (“BSX”), the listing requirements of the JSE Limited (“JSE”) and the Transaction Agreements,
SVF’s board of directors has resolved that, subject to SVF receiving settlement of the purchase price by
the creation of the Loan Claim timeously and in full from Fulcrum:

LOAN CLAIM DISTRIBUTION
      1. SVF declares and distributes, as a distribution in specie (“Loan Claim Distribution”), a portion of
         the Loan Claim out of the Company’s reserves as follows:

             -     a portion of the Loan Claim in an amount of R 25.58577 per Class A share will be distributed
                   to Class A Shareholders. At an exchange rate of 1US$ : R 13.74227 prevailing on 01 October
                   2015 (the “Prevailing Exchange Rate”), this equates to an amount of US$ 1.86183 per Class
                   A share; and

             -     a portion of the Loan Claim in an amount of R 33.90575per Class B share will be distributed to
                   Class B Shareholders. At the Prevailing Exchange Rate, this equates to an amount of US$
                   2.46726 per Class B share.

      2. The Loan Claim Distribution shall be made to shareholders in accordance with the timetable
         detailed in the ‘Important Dates’ section of this announcement, set out below.

REPURCHASE OF SVF SHARES
      3. Subject to the Loan Claim Distribution being settled as aforesaid, SVF shall:

                   a. repurchase from all those who are Class A shareholders as at the record date detailed in
                      the ‘Important Dates’ section of this announcement set out below (“Record Date A
                      Shareholders”), all the Class A shares held by such Record Date A Shareholders save
                      and except for 0.0001% of the Class A shares held by each such Record Date A
                      Shareholder, rounded up to the nearest whole share; and

                   b. repurchase from all those who are Class B shareholders as at the record date detailed in
                      the ‘Important Dates’ section of this announcement set out below (“Record Date B
                      Shareholders”), all the Class B shares held by such Record Date B Shareholders;

                          (the “SVF Repurchase”).
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      4. The consideration due by SVF to shareholders in respect of the SVF Repurchase will be as follows:

                   a. an amount of R 9.74712 per Class A share will be due to Record Date A Shareholders for
                      each Class A share that is repurchased, and will be settled as follows:
                            i. an amount of R 0.00605 per Class A share will be settled in cash; and
                           ii. the balance will be settled by SVF ceding and assigning to each Record Date A
                               shareholder the right to claim payment of a proportionate amount of the Loan Claim
                               from Fulcrum amounting to R9.74107 per Class A share.
                      At the Prevailing Exchange Rate, this equates to an amount of US$ 0.70928 per Class A
                      share, of which US$ 0.00044 per Class A share will be settled in cash and US$0.70884 per
                      class A share will be settled as the Loan Claim; and

                   b. an amount of R 12.91663 per Class B share will be due to Record Date B Shareholders
                      for each Class B share that is repurchased, and will be settled as follows:
                            i. an amount of R 0.00811 will be settled in cash; and
                           ii. the balance will be settled by SVF ceding and assigning to each Record Date B
                               Shareholder the right to claim payment of a proportionate amount of the Loan
                               Claim from Fulcrum amounting to R12.90852 per Class B share.
                      At the Prevailing Exchange Rate, this equates to an amount of US$ 0.93992 per Class B
                      share, of which US$ 0.00059 per Class B share will be settled in cash and US$0.93933 per
                      class A share will be settled as the Loan Claim.

      5. The SVF Repurchase shall be implemented in accordance with the timetable detailed in the
         ‘Important Dates’ section of this announcement, set out below.

The Loan Claim is a debt due by Fulcrum to SVF and, upon distribution to SVF’s Class A shareholders and
Class B shareholders, as contemplated in the Loan Claim Distribution and SVF Repurchase detailed above,
will be a debt due by Fulcrum to SVF’s various shareholders in proportion to their shareholding in SVF
(again, as detailed above). The Loan Claim shall, once in the hands of the Class A shareholders and Class
B shareholders following implementation of the Loan Claim Distribution and the SVF Repurchase, be
subject to the same terms and conditions as detailed in, and will be settled in accordance with the provisions
of, the Transaction Agreements, of which every shareholder of SVF has a copy. Further copies can be
requested from SVF by sending an email to hsohal@svfin.com or kkistnen@svfin.com.

As at the date of this announcement, SVF has 113,965,375 Class A shares and 14,000,000 Class B shares
in issue.

The board has satisfied itself that the provisions of the Bermuda Companies Act, 1981 (“Act”), have been,
and will be, complied with in respect of the declaration and the distribution of the Loan Claim Distribution
and in respect of the implementation of the SVF Repurchase.

IMPORTANT DATES:

In compliance with the requirements of the BSX listings regulations, the JSE listings requirements and
Strate, the electronic settlement and custody settlement system operated by the JSE, the following salient
dates for the Loan Claim Distribution and implementation of the repurchase of SVF shares are applicable:

 Last day to trade in order to participate in the Loan Claim                                                  Friday, 9 October 2015
 Distribution and the SVF Repurchase

 Shares trade ex distribution and the right to participate in the                                           Monday, 12 October 2015
 SVF Repurchase (on both the BSX and JSE)

 Record Date for both the Loan Claim Distribution and SVF                                                    Friday, 16 October 2015
 Repurchase (BSX and JSE)

 Distribution (Payment) Date for the Loan Claim Distribution                                                Monday, 19 October 2015

 Distribution (Payment) Date for the SVF Repurchase                                                      Wednesday, 21 October 2015
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 Cancellation of shares repurchased in terms of the SVF                                                  Thursday, 22 October 2015
 Repurchase

Share certificates may not be dematerialized or rematerialized between Monday, 12 October 2015 and
Friday, 16 October 2015, both days inclusive.
The Loan Claim Distribution and the Repurchase Consideration will be settled as detailed above, namely
the distribution and transfer, respectively, to shareholders of the right to claim from and enforce against
Fulcrum settlement of a proportionate share of the Loan Claim. If shareholders have not provided the
Transfer Secretaries with their contact details, the settlement will not be forfeited but will be marked as
“unclaimed” in the share register until the shareholder provides the Transfer Secretaries with the relevant
contact details.

The Loan Claim Distribution constitutes a “foreign dividend” as defined in section 1 of the Income Tax Act,
58 of 1962 (“SA ITA”) and is a dividend for purposes of the dividends tax (“DT”), as the shares are listed
on the JSE. DT is payable at the rate of 15% in respect of dividends paid to shareholders who do not
qualify for an exemption. After such DT has been withheld, a net dividend of R 21.74790 (US$ 1.58256) at
the Prevailing Exchange Rate) in respect of the Class A shares and R 28.81989 (US$2.09717) at the
Prevailing Exchange Rate) in respect of the Class B shares will be payable to shareholders of the Company
who do not qualify for an exemption.

An exemption from DT is provided for in the SA ITA in respect of foreign dividends paid to a South African
resident company, and to a person that is not a resident to the extent that it is paid in respect of shares
listed on the JSE, provided certain administrative procedures are complied with. The SA ITA further
provides for an exemption from income tax in respect of foreign dividends received or accrued in respect
of shares listed on the JSE. We recommend that shareholders consult their tax advisors on the tax
consequences of the Loan Claim Distribution.
The Repurchase Consideration does not constitute a “foreign dividend” and it is recommended that
shareholders consult their tax advisors to determine the tax consequences on the disposal of the SVF
Shares for that shareholder.

The JSE is currently assessing the continued listing status of the Company on the JSE and the market will
be updated as to the outcome of that assessment in due course. SVF has a primary listing on the BSX and
a secondary listing on the JSE’s Alternative Exchange.



1 October 2015
Hamilton / Johannesburg
BSX sponsor: Global Custody and Clearing Limited
JSE sponsor: KPMG Services (Proprietary) Limited
Bermuda counsel: Wakefield Quinn
South African counsel: ENSafrica

Date: 02/10/2015 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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