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CLASS B SHARES TERMINATION, CLASS A SHARES SUSPENSION, CHANGE OF BOARD AND CHANGE OF SPONSOR
SOUTHERN VIEW FINANCE LTD
(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”)
SUSPENSION AND TERMINATION OF LISTING OF CLASS B SHARES POST SUCCESSFUL
IMPLEMENTATION OF MATERIAL TRANSACTION, CHANGES TO THE SVF BOARD OF DIRECTORS,
SUSPENSION OF LISTING OF CLASS A SHARES AND CHANGE OF JSE SPONSOR
Shareholders are referred to the announcement released by SVF on 1 October 2015
(“1 October Announcement”), regarding the material agreements (“Transaction
Agreements”) concluded between the Company, Fulcrum Financial Services SA and
the shareholders of SVF having become unconditional.
Terms defined in the 1 October Announcement shall bear the same meaning in this
announcement.
1 SUSPENSION AND TERMINATION OF LISTING OF CLASS B SHARES ON THE BSX AND
ALTX
SVF is pleased to advise of the successful implementation of the transactions
comprising the subject of the Transaction Agreements. As a result, and in
compliance with the requirements of JSE Limited (“JSE”) and Strate Proprietary
Limited, the electronic settlement and custody settlement system operated by
the JSE, the listing of the Class B shares on the Alternative Exchange (“AltX”)
will be terminated with effect from Monday, 16 November 2015, as follows:
2015
Last day to trade Class B shares Friday, 6 November
Suspension of Class B shares on the JSE Monday, 9 November
Record date for the termination of the Class B
shares on the JSE Friday, 13 November
Listing of Class B shares on the JSE terminated from
9am on Monday, 16 November
The Class B shares were terminated on the Bermuda Stock Exchange (“BSX”) with
effect from Thursday, 5 November 2015.
2 CHANGES TO THE SVF BOARD OF DIRECTORS
Consequent to the successful implementation of the transactions comprising the
subject of the Transaction Agreements and in accordance with SVF’s bye-laws,
the Listing Regulations of the BSX, and the Listings Requirements of the JSE,
shareholders are advised of the following changes to the board of directors
(the “Board”) of the Company, with effect from Tuesday, 3 November 2015:
- the resignations of Messrs Hermanus Roelof Willem Troskie, Hendrik van der
Merwe Scholtz and Samuel Sithole, as executive directors; and
- the appointment of:
- Ms Alison Callister, as a non-executive director.
Ms Callister is a Chartered Accountant and Chartered Tax Advisor,
having worked for both KPMG and Ernst and Young in the United Kingdom.
In 1999, she joined Lawfords Limited based in the Isle of Man and in
2000, Ms Callister became a director of the company, where she spent 8
years playing a key role in strategic operations. In mid-2008, Lawfords
was acquired by a large trust company and, following a successful
integration, Ms Callister left the group in January 2010, whereafter
she set up Kelladale Limited.
- Mr Daniel Romburgh, as an executive director.
Mr Romburgh has vast experience as an executive of fund advisories and
in the administration of investment funds. He was previously a director
of Caledonian Fund Services (South Africa) (Pty) Limited. His
responsibilities included internal and outward management of an
international fund administration and accounting service provider. He
was previously appointed as accounts manager at Beacon Fund
Administrators (Pty) Limited. Mr Romburgh has served on the boards of a
number of listed companies.
Messrs James Robert Bareham, James Keyes and Gregory Toloram will each remain
as non-executive directors on the Board.
3 SUSPENSION OF LISTING OF CLASS A SHARES ON THE ALTX
Subsequent to the successful implementation of the transactions comprising the
subject of the Transaction Agreements, the Company consists of cash due to it
having disposed of all of its businesses. SVF therefore no longer satisfies the
conditions for listing set out in the JSE Listings Requirements. Consequently
the listing of the Class A shares on the AltX will be suspended with effect
from Monday, 9 November 2015.
The JSE has granted SVF until April 2016 to enter into an agreement(s), and
make an announcement, relating to the acquisition of a viable asset(s) that
satisfies the conditions for listing set out in the JSE Listings Requirements,
failing which the Company’s listing on the AltX will be removed.
SVF has a primary listing on the BSX and a secondary listing on the AltX.
4 CHANGE OF JSE SPONSOR
Consequent to the change in shareholders and reconstitution of the Board,
shareholders are advised that Bravura Capital Proprietary Limited has replaced
KPMG Services Proprietary Limited as JSE Sponsor to the Company with effect
from Tuesday, 3 November 2015.
6 November 2015
Hamilton/Johannesburg
BSX sponsor: Global Custody and Clearing Limited
JSE sponsor: Bravura Capital Proprietary Limited
Date: 06/11/2015 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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