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Acquisition of 47.41% issued share capital of CFM SA and CFM Malta Ltd withdrawal of cautionary
ANCHOR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/005413/06)
(“Anchor” or “the Company”)
ISIN Code: ZAE000193389 JSE Code: ACG
ANNOUNCEMENT RELATING TO THE ACQUISITION OF 47.41% OF THE ISSUED SHARE
CAPITAL OF CAPRICORN FUND MANAGERS PROPRIETARY LIMITED (“CFM SOUTH
AFRICA”) AND CFM MALTA LIMITED (“CFM MALTA”) AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION AND RATIONALE
1.1 Further to the renewal of the cautionary announcement published on
30 September 2015, shareholders are advised that Anchor is at an
advanced stage of negotiations, having agreed the commercial terms
for the acquisition of 47.41% of the issued share capital of CFM South
Africa and 47.41% of the issued share capital of CFM Malta (together
“CFM Group”), with the representatives of the ultimate shareholders,
namely CCFM Limited, The Capricorn Fund Managers Executive Trust,
CV Cinque Limited, CV5 Limited, CFM Founders Limited and Capricorn
Holdings International Limited (collectively “the Sellers”), further details
of which are set out below (“the Acquisition”). The Sellers are not
related parties to Anchor.
1.2 The Acquisition is earnings enhancing for Anchor and is in line with its
strategy of acquisitions of quality and successful businesses of similar
culture in order to attract key talent to Anchor, whilst at the same time
being able to offer clients new local and offshore product offerings
with outstanding past performance records.
2. DESCRIPTION OF THE CFM GROUP
2.1 CFM is a leading global emerging markets hedge fund business, with
over R6 billion (US$450 million) of assets under management (“AUM”).
CFM was one of the pioneers of the South African hedge fund industry
and has been active in managing hedge funds since 2003 with the
launch of the Hollard Stable Strategy in South Africa. CFM established
an office in London in 2008 which coincided with the launch of the
global emerging market fund, Capricorn GEM Fund LP/Inc (recently
launched on the Lyxor UCITS platform). This Fund now represents more
than half the AUM of the CFM Group, has an excellent track record
and recently won the HFM Award for the best five year track record in
Europe for a fund under US$500 million. The compound return of the
fund since inception is 11.9% per annum in US$.
2.2 In addition to the Hollard Stable Strategy and the Capricorn Gem
Fund, the CFM Group manages a South African Market Neutral
Strategy with over R200 million AUM and a CAGR of 16.5% since
launch, as well as the Capricorn Performer Fund (a South African long
short equity hedge fund), which includes a Cayman USD class, with
over R500 million AUM and a CAGR of 29% since launch.
2.3 CFM focuses on identifying transformative companies which fit into its
country themes, based on experiences in South Africa. CFM covers
and invests in companies situated in, among others, South America,
Malaysia, Russia, Turkey, Indonesia, India, Mexico and the Philippines.
3. TERMS OF THE ACQUISITION
3.1 The effective date of the acquisition is 1 February 2016 or alternatively
the date on which the last condition precedent is fulfilled (“the
effective Date”).
3.2 The purchase consideration payable by Anchor to the sellers is an
amount of R348.4 million (“the purchase consideration”).
3.3 The purchase consideration will be reduced by Anchor’s pro-rata share
of profit after tax for the period 1 July 2015 to 1 February 2016, or
alternatively the effective date.
3.4 The aggregate purchase consideration will be settled on the effective
date as follows:
3.4.1 R256 million in cash from existing Anchor resources; and
3.4.2 the balance of R92.4 million through the issue of 7 698 782
Anchor shares at R12.00 per share to the Sellers (the “Anchor
shares”).
3.5 There is provision for a price adjustment which will take into account
various factors over a period of 24 months until 30 June 2017, which has
been derived and agreed upon, subject to:
3.5.1 a maximum additional payment in cash of R59.6 million may be
made to the sellers; alternatively
3.5.2 a maximum amount of R34.2 million to be recovered by Anchor.
3.6 The managers have committed to reinvest a significant portion of the
cash proceeds back into CFM funds for a period of two years,
receiving both the upside and downside of the funds’ performance.
3.7 The Sellers will cede and pledge certain, or a portion of, the Anchor
shares as security for their warranties and performance in terms of the
agreement.
3.8 The agreement will provide for warranties and indemnities that are
normal for an acquisition of this nature.
4. CONDITIONS PRECEDENT
4.1 The agreement will be subject to the fulfilment or waiver, as the case
may be, of the following conditions precedent, inter alia:
4.1.1 the completion of a restructuring of the CFM Group;
4.1.2 Anchor and the Sellers obtaining all JSE and other regulatory
approval as may be required for the implementation of the
acquisition; to the extent that such approvals are necessary,
including, but not limited to, the unconditional approval of:-
4.1.2.1 the South African Competition Authorities;
4.1.2.2 Take-Over Regulation Panel;
4.1.2.3 the Exchange Control Department of the South
African Reserve Bank;
4.1.2.4 the Financial Services Board; and
4.1.2.5 the Financial Conduct Authority of the United
Kingdom.
4.1.3 the Board of Directors, as the case may be, of Anchor and the
CFM Group passing all such resolutions as are required for the
implementation of the acquisition;
4.1.4 the shareholders of each of the Sellers approving and passing
all such resolutions as are required for the implementation of the
acquisition;
4.1.5 addendums to the employment agreements being concluded
with certain key executives of the CFM Group;
4.1.6 Anchor acknowledging completion of the due diligence
investigation to its satisfaction;
4.1.7 the parties concluding various transaction documents, which
shall include, inter alia:
4.1.7.1 Shareholder agreement; and
4.1.7.2 Memorandum of Incorporation.
4.1.8 no material adverse change in relation to the restructuring of
the CFM Group having occurred between signature date and
the effective date.
5. CATEGORISATION
The acquisition is a category 2 acquisition in accordance with the JSE Listings
Requirements and accordingly does not require approval by shareholders.
6. FINANCIAL INFORMATION
6.1 Had the acquisition been in effect for the 6 months ended 30 June
2015, the pro forma effect on Anchor, assuming the payment of the
purchase consideration on 1 January 2015, would have been:
6.1.1 to increase Earnings Per Share and Headline Earnings Per Share
by 32%; and
6.1.2 to increase Adjusted Headline Earnings Per Share by 32%.
6.2 The profit after taxation for the CFM Group for the 12 months ended 30
June 2015 amounted to R68.6 million.
7. The tangible net asset value of the business will be determined by the take-on
balance sheet at 1 February 2016, which will be the minimum regulatory
capital of approximately R15 million, plus net profit after tax for the period
commencing 1 July 2015 to the Effective Date, less any dividends declared.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement is hereby withdrawn.
Further detail regarding the acquisition is included on
www.anchorgroup.co.za.
Johannesburg
14 October 2015
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 14/10/2015 08:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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