Acquisition, of the entire issued share capital of Benal Sasfin Holdings Limited (Incorporated in the Republic of South Africa) (Registration Number 1987/002097/06) Ordinary share code: SFN ISIN: ZAE000006565 Preference share code: SFNP ISIN: ZAE000060273 (“Sasfin Holdings” or “the Company”) ANNOUNCEMENT REGARDING THE ACQUISITION, OF THE ENTIRE ISSUED SHARE CAPITAL OF BENAL PROPERTY INVESTMENTS PROPRIETARY LIMITED (“BENAL”) 1. INTRODUCTION Sasfin Holdings shareholders (“Shareholders”) are hereby advised that Sasfin Holdings, through its wholly owned subsidiary Sasfin Bank Limited (“Sasfin”) has entered into an agreement dated 15 December 2015 (“the Agreement”) with Mr Jossel Jacobs (“the Seller”), in terms of which Sasfin will acquire, subject to the fulfilment and/or waiver (where appropriate) of the conditions precedent specified in the Agreement and referred to in paragraph 4 below ("Conditions Precedent"), 100% of the issued share capital of Benal following which Benal will become a wholly owned subsidiary of Sasfin ("the Transaction"). 2. NATURE OF BUSINESS OF BENAL Benal is an investment holding company with two major asset classes being a property portfolio consisting of six industrial properties located in and around Gauteng (“Property Portfolio”) and a portfolio of securities listed on the exchange operated by JSE Limited (“JSE”). 3. RATIONALE FOR THE TRANSACTION 3.1. The Transaction has been concluded as part of Sasfin’s investment banking strategy and the intention is to dispose of Benal’s assets post Transaction. 3.2. Sasfin is currently assessing various opportunities to scale up its investment banking activities, as part of its strategy to grow earnings in the Sasfin Capital division. 4. SALIENT TERMS OF THE TRANSACTION The salient terms of the Transaction are: 4.1. The maximum consideration payable by Sasfin on the closing date of the Transaction, being three business days following the effective date of the Transaction (“Closing Date”), shall be R100 000 000 (one hundred million Rand) or any such lesser amount calculated in terms of an agreed formula as contained in the Agreement (“Purchase Consideration”); 4.2. The Purchase Consideration as at the date of entering into the Agreement based on the formula referred to in 4.1 above is R89 768 369 (eighty nine million seven hundred and sixty eight thousand, three hundred and sixty nine Rand); 4.3. The Purchase Consideration will be settled in cash (from existing resources) on the Closing Date; 4.4. The formula referred to in 4.1 above allows for market price fluctuations in the assets held by Benal; 4.5. The Seller has provided Sasfin with warranties customary for a transaction of this nature; and 4.6. The effective date of the Transaction will be the date on which the last condition precedent is either fulfilled or waived. 5. CONDITIONS PRECEDENT The Transaction is subject to the fulfilment and/or waiver (where appropriate) of the following conditions precedent, including inter alia: 5.1. by not later than the 25th (twenty fifth) business day following the date on which Sasfin and Seller entered into the Agreement (“Signature Date”), the Seller shall provide Sasfin with the management accounts of Benal as at the 30 November 2015; 5.2. Sasfin providing the Seller with written notice confirming that its relevant sanctioning committees have approved and ratified the entering into of the Agreement; 5.3. that any approval which might be required in terms of the Competition Act 1998 (as amended) (“Competition Act”) for the entering into and implementation of the Agreement, is duly obtained by and at the cost of Sasfin, with the full co-operation of the Seller, in accordance with the requirements of the Competition Act; 5.4. the South African Reserve Bank granting its approval for the acquisition of the total issued share capital of Benal in terms of the Banks Act, No 94 of 1990; 5.5. that any consent which might be required in terms of any agreement to which Benal is a party for the change in the shareholding in Benal which will result from the implementation of the Agreement, is duly obtained in accordance with the requirements of that agreement; 5.6. Sasfin providing the Seller with written notice confirming that it is satisfied with the outcome of the due diligence investigation conducted by Sasfin into the financial, legal, operational and tax affairs of Benal which shall include an analysis of the Property Portfolio and any material structural defects relating to the Property Portfolio; 5.7. the Seller providing Sasfin with the audited financial statements of the Company for the financial year ending, 28 February 2015; and 5.8. the board of directors of Sasfin Holdings, Sasfin, Benal and its shareholders passing all such resolutions as may be required to approve and implement the Transaction. 6. BENAL’S MEMORANDUM OF INCORPORATION (“MOI”) The Company confirms that the MOI of Benal does not restrict the Company in any way from compliance with its obligations in terms of the JSE Listings Requirements. Nothing contained in the MOI shall relieve the Company from compliance with the JSE Listings Requirements. 7. PROFITS AND NET ASSET VALUE ATTRIBUTABLE TO BENAL The after tax profits attributable to Benal for the year ended 28 February 2014, being Benal’s most recent financial year end for which audited financial statements are available, is R7 582 882, while the net asset value as at 28 February 2014 is R41 038 115. The Property Portfolio has been accounted for at cost for the year ended 28 February 2014 and therefore does not reflect the market value of the Property Portfolio. 8. CATEGORISATION OF THE TRANSACTION The Transaction is classified as a category 2 transaction as contemplated in terms of section 9 of the JSE Listings Requirements. Johannesburg 17 December 2015 Lead Sponsor KPMG Services Proprietary Limited Investment Bank, Corporate and Structuring Advisor and Joint Sponsor Sasfin Capital (a division of Sasfin Bank Limited) Tax advisor to Sasfin Webber Wentzel Legal advisors to the Seller Knowles Husain Lindsay Inc. Tax advisor to the Seller Werksmans Attorneys Date: 17/12/2015 03:51:00 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.