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Acquisition Of An Interest In Ask Partners (Uk Based Group Of Companies) And Withdrawal Of Cautionary Announcement
TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
JSE share code: TMT
ISIN: ZAE000013991
(“Trematon” or the “Company”)
ACQUISITION OF AN INTEREST IN ASK PARTNERS (UK BASED GROUP OF COMPANIES) AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Trematon shareholders (“Shareholders”) are advised that Trematon has, via Tremgrowth Proprietary
Limited, a wholly owned subsidiary of Trematon (“Tremgrowth”), concluded the commercial terms of an
agreement with Leopard Investment Holdings LLP in terms of which it will acquire an interest in two
companies to be formed and based in the United Kingdom (“UK”) (collectively referred to as “ASK Partners”),
(“the Acquisition”) as follows:
1.1. Tremgrowth will acquire 40% of the issued share capital of Leopard ASK Intermediate Investco Limited
(“Investco”), an investment entity yet to be established, for a consideration of GBP 4 000 000; and
1.2. Tremgrowth will acquire 20% of the issued share capital of Leopard ASK Partners Holdco Ltd
(“Holdco”), a property management company yet to be established, for a consideration of GBP 280 000,
in one indivisible transaction („the Acquisition”).
2. Rationale for the Acquisition
ASK Partners will be Trematon?s first investment in the UK (under current management). The Board of
Trematon is of the opinion that the investment fits well into Trematon?s investment criteria and expertise.
Our partners in the business have had many successful years of property investments and structured
finance in the UK and are very familiar with the UK property market as well as the regulatory process in the
UK.
Investco will be a property investment entity and will provide capital to property developers in the UK at
attractive interest rates. This opportunity has arisen as UK banks are averse to lending at high loan-to-value
ratios, which forces property developers to explore alternative funding sources.
Holdco will be a management company that aims to syndicate the loans / capital sourced from Investco to
other parties as well as retaining equity in the various property developments which will be deal
specific. Holdco will charge fees to facilitate the transactions and manage the operations of Investco.
To allow for the efficient recycling of capital, the loan transactions will be refinanced via a syndication
process managed by ASK (as mentioned above), whereby 90% of the loan value will be syndicated to high
net worth individuals and 10% will be retained by the investment partners. Trematon will assist in syndicating
loans to high net worth South Africans, if required. Following syndication, the Investment Company will have
generated a return in pound sterling terms in excess of Trematon?s minimum required return and the original
investment will be recycled to finance future secured property loans and developments. The fundamental
decision to invest is based on the returns achievable in Pound Sterling and no depreciation in the Rand is
assumed, if the Rand strengthens the returns may be more muted but over time the currency diversification
should be positive for the group.
Trematon is a diversified investment holding company with various investments in property, an education
business and minority shares in various listed and unlisted companies. The Acquisition is in line with
Trematon?s strategy of actively pursuing yield enhancing investment opportunities and leveraging its
expertise in the property field. The Acquisition will also add an international aspect to Trematon?s investment
portfolio.
Investco and Holdco will become associates of the Trematon group of companies and will operate in the UK
where their offices and management will be based. It is envisaged that Trematon will play an active role in
the operations of both Investco and Holdco.
The executive management team of ASK Partners is headed by Daniel Austin (“Daniel”), Doug King (“Doug”)
and Paul Stevens (“Paul”).
Daniel is the Chief Executive Officer at ASK. Prior to ASK, he was the founder and Chief Executive Officer of
Capital A Finance plc, a boutique real estate lending business which wrote over £225m of loans between
2012 and 2014. Daniel has over 15 years of experience in the origination and structuring of real estate debt
and equity transactions across the UK, Europe, the Middle East and America having worked on transactions
with a cumulative deal size of in excess of GBP 1.7 billion.
Doug is the Chief Operating Officer at ASK. Prior to ASK, Doug worked at Capital A Finance plc where he
was part of the senior management team and responsible for all aspects of deal appraisal, origination and
transaction execution. Doug is a chartered accountant having trained with Arthur Andersen and Deloitte,
before spending eight years working at BDO in their corporate finance and business recovery teams. Doug
also spent a year on secondment at Barclays Bank plc in their corporate and property restructuring team.
Paul is Executive Chairman of ASK. He is a seasoned property financier and banking professional with
over 40 years of banking experience. Previously, Paul established Investec Bank plc's European property
finance business. Under his management the division's assets increased from GPB 40 million to over GBP
2.5 billion. He later became Co-head of Investec Specialist Private Bank.
3. Consideration for the Acquisition
The aggregate purchase consideration for the Acquisition is GBP4 280 000 (equivalent to R72 075 200
using the spot exchange rate on 19 July 2017 of GBP 1 = R16.84), which is payable in cash and will be
settled from cash on hand.
4. Effective Date
The Acquisition will become effective upon the fulfilment of the condition precedent set out in paragraph 5
below.
5. Conditions precedent
The Acquisition is subject to the conclusion and execution of shareholders' agreements in respect of
Investco and Holdco.
6. Net assets and profits attributable to the Acquisition
There is no value attached to the net assets that are the subject of the Acquisition nor any profits attributable
to such assets as Investco and Holdco are yet to be established.
7. Categorisation
The Acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings
Requirements.
8. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement released on the Stock Exchange News Service
on Wednesday, 5 July 2017. Further to the information set out in this announcement regarding the
Acquisition, caution is no longer required to be exercised by Shareholders when dealing in their Trematon
securities.
Cape Town
20 July 2017
Sponsor
Sasfin Capital (a member of the Sasfin Group)
Legal Advisor:
Bernadt Vukic Potash & Getz
Date: 20/07/2017 12:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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