UNIVERSAL PARTNERS LIMITED - Investment in Dentex Healthcare Group Limited

Investment in Dentex Healthcare Group Limited

UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL ISIN: MU0526N00007
(“Universal Partners” or “the Company”)


INVESTMENT IN DENTEX HEALTHCARE GROUP LIMITED


THE TRANSACTION

Shareholders of Universal Partners are hereby advised that the Company concluded an agreement on 28 April 2017 to
invest in Dentex Healthcare Group Limited (“Dentex”) for a total consideration of GBP 15 million.

GBP 4 million was invested upfront to subscribe for a 36% ordinary shareholding in Dentex. Universal Partners will
also subscribe for up to GBP 11 million worth of convertible Loan Notes (“Loan Notes”) which Dentex can draw
down on during an 18 month availability period, commencing on the closing date of the ordinary equity subscription.
Universal Partners will have the right to convert the Loan Notes into ordinary shares which will enable Universal
Partners to increase its shareholding to up to 49% of the ordinary equity.

As mentioned in its Listing Particulars dated 22 July 2016, the principal activity of the Company is to hold
investments in high quality growth businesses across Europe, with a particular focus in the United Kingdom (“UK”),
with the primary objective of achieving strong capital appreciation in Pounds Sterling over the medium-to long-term
from such investments. The investment by Universal Partners in Dentex is therefore in line with the investment
strategy of the Company as set out in its Listing Particulars.

OVERVIEW OF DENTEX

Dentex is a dental partnership group operating in the UK with a unique co-ownership model that encourages clinical
excellence and growth in profitability. Dentex has the capacity to roll out and support a network of dental practices
and they have strategically partnered with several dentists who they will work with to invest in practices that deliver
sustainable cash flow generation, predominantly in the growing private dental market.

Universal Partners is investing equity alongside management and strategic partners to fund Dentex’s investment into
further practices. Management will own 18% of the ordinary equity post Universal Partners’ ordinary equity
subscription. Peter Gain, a Non-Executive Director of Universal Partners, is an existing minority ordinary shareholder
of Dentex. Peter Gain recused himself from the Board and investment committee meetings where Universal Partners
deliberated over their investment in Dentex.

Dentex has a quality management team with extensive experience in the dental industry in the UK. Dentex’s Chief
Executive Officer, Barry Lanesman, trained and practiced as a dentist in South Africa before developing a finance and
subsequently a banking business in Australia that focused on the dental and medical professions. This business was
initially backed by MLS Bank (a subsidiary of ABSA) before being purchased by MLC, a subsidiary of Lend-Lease
Corporation and ultimately owned by National Australia Bank. Prior to moving to the UK, Barry was instrumental in
growing a banking business, which was purchased by Investec Bank Australia, becoming their private banking
business, and later sold to Bank of Queensland.

CATEGORISATION OF THE TRANSACTION

The transaction constitutes an undertaking in the ordinary course of business of Universal Partners and therefore does
not fall within the scope of Chapter 13 of the Listing Rules of the Stock Exchange of Mauritius Ltd (“SEM”).

Universal Partners has its primary listing on the Official Market of the SEM and a secondary listing on the Alternative
Exchange of the JSE Limited.
This announcement is not an invitation to the public to subscribe for shares in the Company and is provided for
information purposes only.

By order of the Board

2 May 2017

For further information please contact:


Company Secretary                 SEM Authorised Representative and Sponsor              JSE Sponsor
Intercontinental Trust            Perigeum Capital                                       Java Capital     
+230 403 0800                     +230 402 0890                                          +27 11 722 3050

This notice is issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007. The board of directors of Universal Partners Limited accepts full responsibility for the
accuracy of the information contained in this announcement.

Date: 02/05/2017 08:30:00 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.