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Termination of proposed acquisition of Stangen and Supplement to Information Memorandum
AFRICAN BANK LIMITED
(in Curatorship)
(Incorporated in the Republic of South Africa)
(Registered bank)
(Registration number 1975/002526/06)
Company code: BIABL
(“African Bank” or “the Bank”)
Termination of proposed acquisition of Stangen and Supplement to Information
Memorandum
Stakeholders are referred to the statement regarding the Curatorship of African Bank ("the
Curatorship") made by the then Governor of the South African Reserve Bank ("SARB"),
Ms. Gill Marcus, on 10 August 2014 ("the SARB statement").
The SARB statement confirmed that Mr. Tom Winterboer was appointed as Curator of
African Bank ("the Curator") in terms of the Banks Act No. 94 of 1990 (as amended) on 10
August 2014. At the same time the SARB statement set out a proposal for the restructuring
of African Bank, which entailed the creation of a new "Good Bank" ("the Good Bank
Restructuring Proposal").
Further detail regarding the Good Bank Restructuring Proposal, including the proposed
acquisition of the Standard and General Insurance Company Limited (“Stangen”) has been
communicated to stakeholders via an information memorandum released on 9 September
2015 ("Information Memorandum"), details of which were provided in the SENS
announcement released by African Bank on 9 September 2015 (“Publication of Information
Memorandum for the Good Bank Restructuring Proposal and Acquisition of the Standard
and General Insurance Company Limited”).
Subsequently, further detail regarding developments resulting in a delay in respect of the
proposed acquisition of Stangen was given in SENS announcements released by African
Bank on 1 October 2015 (“Quarterly update in terms of Section 1.10(c) of the JSE Listings
Requirements”) and 9 October 2015 (“Extension of comment period on Information
Memorandum”).
The SENS announcement released on 9 September 2015 stated that the acquisition of
Stangen by African Bank was subject to the fulfilment of suspensive conditions. As a
consequence of the fact that certain of the suspensive conditions were not fulfiled by the
relevant date, the Curator wishes to announce that the agreement regarding the acquisition
of Stangen by African Bank has lapsed and will be of no further force and effect.
African Bank will instead be establishing a cell captive arrangement as an alternative
insurance provider. This arrangement is planned to be operational before the targeted
commencement of Good Bank if the Proposed Good Bank Restructuring Proposal proceeds.
Impact on customers
The anticipated insurance arrangements of African Bank do not impact the credit life
insurance arrangements in respect of African Bank’s existing and new business loan and
credit card advances and funeral cover under funeral insurance policies, which will remain of
full force and effect.
The new insurance arrangements of African Bank will be on substantially similar terms as
existing services, and no adverse impact on customers is anticipated.
Supplement to Information Memorandum
A supplement to the previously published Information Memorandum, which addresses the
impact of the lapsing of the agreement to acquire Stangen and the alternative insurance
arrangements, together with other updates, will be published on the African Bank website
https://www.africanbank.co.za/about-us/investors during the week beginning 19 October
2015, subject to a further announcement in this regard. As a consequence of this, the
comment period for the Information Memorandum, including the supplement, is extended
until 30 October 2015.
The announced changes are not expected to have any material impact on the previously
disclosed financial projections for the Good Bank as included in the Information
Memorandum, and the Curator remains focused on achieving the Good Bank Restructuring
Proposal on 1 February 2016.
On behalf of the Curator of the Bank
Midrand
16 October 2015
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Footnote : T Winterboer was appointed as Curator of African Bank Limited on 10 August
2014 by the Minister of Finance of the Republic of South Africa and pursuant to the Banks
Act No. 94 of 1990 (as amended) to manage the affairs of African Bank Limited subject to
the supervision of the Registrar of Banks. Please note that Mr Winterboer acts in the
aforesaid capacity.
Date: 16/10/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
