Acquisition Of Absa Technology Finance Solutions Proprietary Limited’s Loan Book And Cautionary Announcemen SASFIN HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/002097/06) Share Code: SFN ISIN Number: ZAE000006565 Preference Share Code:SFNP ISIN Number: ZAE000060273 (“Sasfin” or “the Company”) ANNOUNCEMENT REGARDING THE ACQUISITION OF ABSA TECHNOLOGY FINANCE SOLUTIONS PROPRIETARY LIMITED’S (“ATFS”) LOAN BOOK AND CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Sasfin shareholders (“Shareholders”) are advised that Sasfin or its nominee (“Purchaser”) has concluded a binding offer with ATFS, in terms of which the Purchaser will acquire ATFS’ entire loan book (“Acquisition”), subject to certain conditions precedent. The entire loan book comprises loans and rental contracts including non-performing loans (“NPL”), loans eligible for securitisation (“Eligible Loan(s)”) and loans not eligible for securitisation (“Non- Securitisable Loan(s)”) (herein after referred to collectively as the “Loan Book”). In addition to acquiring the Loan Book, Sasfin will take on ATFS’ staff and acquire ATFS’ information technology (“IT”) systems related to the management of the Loan Book. 2. THE ACQUISITION 2.1 Nature of ATFS’ business ATFS provides discounting and direct financing solutions to suppliers and discounting partners secured against technology rental agreements. 2.2 Rationale for the Acquisition The Acquisition affords the Sasfin group the opportunity to grow its rental book and acquire a new customer base. 2.3 Consideration for the Acquisition The consideration for the Loan Book at the Effective Date (as defined below) will be determined by applying agreed prime-linked discount rates to the variable and fixed rate portions of the Eligible and Non-Securitisable Loan Books (“Price Mechanism”). Sasfin or its nominee will take over for nominal consideration all NPL at the Effective Date, determined in accordance with ATFS policies and procedures consistently applied. For indicative purposes only, the consideration for the Loan Book, including the NPL, at 31 December 2016 as determined in accordance with the Price Mechanism was R1 458 468 446. The final consideration for the Loan Book at the Effective Date may necessarily be higher or lower than this amount as determined using the Pricing Mechanism. Sasfin has further offered a nominal amount for the IT systems, including all sub- programs, data and any ancillary systems required for the effective management of the Loan Book. 2.4 Settlement of the Acquisition consideration The Acquisition consideration will be payable in cash on the Effective Date of the Acquisition. The Eligible Loans purchase will be financed by securitising the Eligible Loans through the South African Securitisation Programme (RF) Limited (“SASP”), a special purpose securitisation vehicle administered by, and for the benefit of Sasfin, which will be regulated in the Definitive Agreements. The Non-Securitisable Loans purchase will be settled from existing facilities and/or resources. 2.5 Conditions precedent and Effective Date The Acquisition is subject to the fulfilment or waiver of conditions precedent 2.5.1 and 2.5.2 by no later than 30 April 2017 and conditions precedent 2.5.3 to 2.5.8 by no later than 30 June 2017 or such later date/s as may be agreed by the parties: 2.5.1 the drafting, negotiation and execution of all and any mutually satisfactory definitive agreements required to give effect to the Acquisition, which agreements will include conditions, representations, warranties, indemnities and other terms that are customary for a transaction of this nature (collectively, "Definitive Agreements"); 2.5.2 the approval by the board of directors of Sasfin, ATFS and the relevant Barclays Africa Group Limited internal governance committees of the binding terms of the Definitive Agreements; 2.5.3 regulatory approvals to the extent required (including Competition Commission) and shareholder approvals as required by Sasfin and ATFS as may be the case; 2.5.4 a comprehensive credit rating to be performed by Global Credit Rating Co. to the satisfaction of Sasfin acting reasonably; 2.5.5 the aforementioned credit rating to confirm that at least 90% of the Loan Book by value will constitute Eligible Loans meeting the eligibility criteria of SASP at the Effective Date; 2.5.6 the consent of all relevant third parties to the transfer or change in control of all material contracts, leases, supply agreements, and intellectual property, where required; 2.5.7 fulfilment of the requirements in accordance with section 197 of the Labour Relations Act of 1995; and 2.5.8 SASP confirming in writing to Sasfin and ATFS that it has secured the necessary investor commitments required for the purchase of the Eligible Loans by SBL. The effective date shall be the first business day of the calendar month following fulfilment of the final condition precedent or other date as agreed to by the parties (“Effective Date”). 3. THE NET ASSETS AND PROFITS ATTRIBUTABLE TO THE LOAN BOOK The audited value of the net assets that are the subject of the Acquisition and the audited profit after tax attributable to such net assets are still being finalised and will be provided to Shareholders in due course. Accordingly, Shareholders are advised to exercise caution when dealing in the Company’s securities until this information is made available. 4. CATEGORISATION OF THE ACQUISITION The Acquisition is a Category 1 transaction in terms of the JSE Limited Listings Requirements and therefore requires Shareholder approval. A circular incorporating a notice convening a general meeting and setting out information regarding the Acquisition will be despatched to Shareholders in due course. Johannesburg 13 March 2017 Lead Sponsor to Sasfin Sasfin Capital (a division of Sasfin Bank Limited) Independent Sponsor to Sasfin KPMG Services Proprietary Limited Date: 13/03/2017 05:12:00 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.