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Renewal of cautionary announcement
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” or “the Company”)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Transaction regarding the acquisition of Absa Technology Finance Solutions Proprietary
Limited’s (“ATFS”) loan book
Sasfin shareholders (“Shareholders”) are referred to the announcement published on 13 March 2017
wherein they were advised that Sasfin or its nominee (“Purchaser”) had concluded a binding offer with
ATFS, in terms of which, subject to the fulfilment of certain conditions precedent, the Purchaser will
acquire ATFS’ entire loan book (“Acquisition”). Shareholders are also referred to the subsequent
renewal of cautionary announcements published on 28 April 2017 and 8 June 2017.
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 continue exercising caution when dealing in the
Company’s securities until this information is made available.
2. Transaction with Women Investment Portfolio Holdings Limited (“WIPHOLD”) and its
wholly owned subsidiary, Sinvent Investments 245 Proprietary Limited, ("WIPHOLD SPV")
Shareholders are referred to the cautionary announcement published on 16 March 2017, the renewal
of cautionary announcement published on 28 April 2017 and the terms and further renewal of
cautionary announcement published on 8 June 2017 (“Terms Announcement”). In the Terms
Announcement, Shareholders were advised that Sasfin had entered into an implementation,
relationship and subscription agreement with WIPHOLD and WIPHOLD SPV on 7 June 2017 in terms
of which, inter alia:
- WIPHOLD SPV will subscribe for Sasfin ordinary shares (“Shares”) in terms of a specific issue of
shares for cash (“Subscription”); and
- Sasfin will make an offer to repurchase all or some of the Shares held by Shareholders
(“Repurchase Offer”) in compliance with all of the applicable requirements for a scheme of
arrangement in terms of section 114 of the Companies Act, 71 of 2008 (as amended) (“Companies
Act”) read with section 115 of the Companies Act.
The Subscription and Repurchase Offer (collectively “Transaction”) are indivisibly linked. The
Transaction is subject to the fulfilment of certain conditions precedent including the approval of the
South African Registrar of Banks.
Shareholders are advised that the financial effects relating to the Transaction are still being finalised
and will be provided to Shareholders in due course. Accordingly, Shareholders are advised to continue
exercising caution when dealing in the Company’s securities until this information is made available.
Johannesburg
21 July 2017
Investment Bank, Corporate Adviser and Lead Sponsor
Sasfin Capital (a member of the Sasfin Group)
Independent Sponsor to the Acquisition and the Transaction
Deloitte & Touche Sponsor Services Proprietary Limited
Legal Adviser to Sasfin regarding the Acquisition
Werksmans Attorneys
Legal Adviser to Sasfin regarding the Transaction
Edward Nathan Sonnenbergs Incorporated
Date: 21/07/2017 02:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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