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Notice of general meeting, withdrawal of cautionary and renewal of ATFS cautionary
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”)
ANNOUNCEMENT REGARDING:
- THE POSTING OF A CIRCULAR AND A NOTICE OF GENERAL MEETING;
- IMPORTANT DATES AND TIMES;
- PRO FORMA FINANCIAL EFFECTS;
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT; AND
- AN UPDATE ON THE TRANSACTION REGARDING THE ACQUISITION OF ABSA TECHNOLOGY
- FINANCE SOLUTIONS PROPRIETARY LIMITED’S (“ATFS”) LOAN BOOK AND RENEWAL OF
CAUTIONARY
1. Introduction
Sasfin shareholders (“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”) and the subsequent cautionary announcement published on 21 July 2017. In
the Terms Announcement, Shareholders were advised that Sasfin had entered into an
implementation, subscription and relationship agreement with Women Investment Portfolio
Holdings Limited (“WIPHOLD”) and WIPHOLD’s wholly-owned subsidiary Sinvent Investments 245
Proprietary Limited (“WIPHOLD SPV”) on 7 June 2017 in terms of which, inter alia:
WIPHOLD SPV will subscribe for Sasfin ordinary shares (“Shares”) at R51.00 per share 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”) at R51.00 per share 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”) as read with section 115 of the Companies Act.
The Subscription and Repurchase Offer (collectively “Transaction”) are indivisibly linked and 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 a circular (“Circular”) was posted to Shareholders and other
persons who are entitled to receive such document today, 21 August 2017, containing, inter alia,
details of the Transaction; and a notice convening a general meeting of Shareholders in
connection with the Transaction (“General Meeting”). The Circular is also available for viewing on
the Company’s website at www.sasfin.com.
Where applicable, words and expressions in this announcement shall have the same meaning as
assigned to them in the Circular.
Shareholders should note that, whilst the entire Circular is important and should be read in its
entirety, particular attention should be paid to:
- the terms of the Repurchase Offer, which offer Repurchase Offer Participants may accept or
decline in whole or in part on page 21 of the Circular;
- Paragraph 11 of the Circular which deals with the tax implications for Shareholders who elect to
participate in the Repurchase Offer on page 33 of the Circular; and
- the Grouping Election Option pertaining to the Repurchase Offer as referred to in paragraph 6.3
of the section entitled “Action required by Shareholders” on page 4 of the Circular and paragraph
3.3 on page 22 of the Circular.
2. Notice of general meeting
The General Meeting will be held at 11:00 on Tuesday, 19 September 2017 at the Company’s
registered office 29 Scott Street, Waverley, Johannesburg, 2090 to consider, and, if deemed fit, to
pass, with or without modification, the special resolutions necessary to implement the
Transaction.
3. Important dates and times
The salient dates and times relating to the Transaction are set out in the timetable below.
2017
Record date to determine which Shareholders are entitled to receive the Friday, 11 August
Circular
Circular posted to Shareholders and details regarding the General Monday, 21 August
Meeting published on SENS on
Last day to trade Shares in order to be recorded in the Register to attend, Tuesday, 5 September
participate and vote at the General Meeting (see note 5 below)
Record Date for Shareholders to be recorded in the Register in order to Friday, 8 September
be eligible to attend, participate and vote at the General Meeting
Shareholders or their proxies who wish to participate in the General
Meeting via the teleconference facility will be required to advise the
Company thereof by no later than 14:00 on Tuesday, 12 September
Last day and time to lodge Forms of Proxy (white) with the Transfer
Secretary preferably by 11:00 on (see note 2 below) Friday, 15 September
Abridged audited year end results for the year ended 30 June 2017, Tuesday, 19 September
expected to be published on SENS on
General Meeting to be held at 11:00 on Tuesday, 19 September
Results of General Meeting published on SENS on or about Tuesday, 19 September
Repurchase Offer Opening Date being the expected date for the opening Thursday, 21 September
of the Repurchase Offer at 09:00 on
Last day for Shareholders who voted against the Repurchase Resolution Wednesday, 27 September
to require Sasfin to seek Court approval for the Share Repurchase in
terms of section 115(3)(a) of the Companies Act if the Repurchase
Resolution is approved by Shareholders at the General Meeting but the
Repurchase Resolution was opposed by at least 15% of the voting rights
that were exercised on the Repurchase Resolution at the General
Meeting (where applicable)
Last date for Shareholders who voted against the Repurchase Resolution Wednesday, 4 October
to be granted leave by a Court to apply for a review of the Share
Repurchase in terms of section 115(3)(b) of the Companies Act if the
Repurchase Resolution is approved by Shareholders at the General
Meeting (where applicable)
Last date for Sasfin to give notice of adoption of the Repurchase Wednesday, 4 October
Resolution approving the Share Repurchase in terms of section 164(4) of
the Companies Act to Dissenting Shareholders in accordance with
section 164 of the Companies Act
Finalisation announcement with regard to the Share Repurchase Friday, 6 October
published on SENS (assuming no Shareholder exercises their right in
terms of Section 115(3)(a) or Section 115(3)(b) of the Companies Act and
all other Suspensive Conditions have been fulfilled or waived (where
capable of waiver)) on
Finalisation announcement published in the press on Monday, 9 October
Elected representative of the Grouping Parties to notify the Company at Friday, 20 October
the email address RepurchaseOffer@sasfin.com, by no later than 12:00
should two or more Repurchase Offer Participants wish to group together
in terms of the Grouping Election Option details of which are set out in
paragraph 6.3 of the “Action Required by Shareholders” section of the
Circular and paragraph 3.3 of the Circular on
Repurchase Offer LDT, being the last day to trade in Shares in order to Tuesday, 24 October
qualify to participate in the Repurchase Offer
Shares trade “ex” the right to participate in the Repurchase Offer on Wednesday, 25 October
Repurchase Offer Record Date, being a date by which a Shareholder Friday, 27 October
must be recorded as such in the Register in order to be entitled to
participate in the Repurchase Offer
Repurchase Offer Closing Date, being the expected date for the closing Friday, 27 October
of the Repurchase Offer at 12:00 on
Subscription Date, being the day WIPHOLD SPV settles the Subscription Monday, 30 October
Consideration and becomes a Shareholder
Results of the Repurchase Offer published on SENS on or about Wednesday, 1 November
Repurchase Offer Payment Date, being the expected date for the settling Wednesday, 1 November
of the Repurchase Consideration on or about (see note 11 below)
Results of the Repurchase Offer published in the press Thursday, 2 November
Date for delisting of the Shares repurchased in terms of the Repurchase Friday, 3 November
Offer at commencement of trade on the JSE on or about
Additional Subscription Shares issued and listed, to the extent required, Wednesday, 8 November
on or about
Notes:
1. The above dates and times may be amended by Sasfin (subject to the approval of the JSE and/or the
TRP, if required). The dates have been determined based on certain assumptions regarding the date
by which Shareholder and regulatory approvals will be obtained and that no Court approval or review
of the Repurchase Resolution will be required. Any change in the dates and times will be released on
SENS and published in the press.
2. A Form of Proxy (white) not lodged with the Transfer Secretary may be handed to the chairman of the
General Meeting before the proxy exercises the voting rights of the Shareholder at the General
Meeting.
3. If the General Meeting is adjourned or postponed, a Form of Proxy (white) submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting.
4. If the General Meeting is adjourned or postponed then Forms of Proxy (white) that have not yet been
submitted should be lodged with the Transfer Secretary preferably by no later than 48 hours before
the adjourned or postponed General Meeting but may nonetheless be handed to the chairman of the
adjourned or postponed General Meeting before the proxy exercises the voting rights of the
Shareholder at the adjourned or postponed General Meeting.
5. Shareholders should note that as transactions in shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, Shareholders who acquire Shares after close of trade on Tuesday, 5 September 2017 will
not be eligible to attend, participate and vote at the General Meeting.
6. All dates and times quoted in this document are South African dates and times.
7. For the purposes of being eligible to attend, participate and vote at the General Meeting, no
Dematerialisation or rematerialisation of Shares may take place between Wednesday, 6 September
2017 and Friday, 8 September 2017 both days inclusive.
8. If the Repurchase Resolution is approved by an insufficient number of Shareholders at the General
Meeting so that a Shareholder may require Sasfin to obtain Court approval regarding the Repurchase
Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact
delivers such a request, the dates and times set out above will need to be amended. Shareholders will
be notified separately of the applicable dates and times under this process.
9. If any Shareholder who votes against the Repurchase Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the Repurchase, the dates
and times set out above will need to be amended. Shareholders will be notified separately of the
applicable dates and times under this process.
10. For the purpose of being eligible to participate in the Repurchase Offer, no Dematerialisation or
rematerialisation of Shares may take place between Wednesday, 25 October 2017 and Friday, 27
October 2017 both days inclusive.
11. The date of payment of the Repurchase Offer Consideration is expected to be:
- Wednesday, 1 November 2017 in respect of Dematerialised Shareholders and those Certificated
Shareholders who have elected to receive the Repurchase Offer Consideration by way of an EFT
on the Form of Acceptance; or
- within 6 Business Days of the aforementioned date in respect of all other Certificated
Shareholders.
4. Pro forma financial effects of the Transaction
The tables below set out the pro forma financial effects (“Financial Effects”) of the Transaction
based on both the abridged audited year end results for the year ended 30 June 2016,
published on SENS on 19 September 2016 (“Year End Results”) in compliance with
Regulation 106(7)(c)(ii) of the Companies Regulations 2011, and the unaudited condensed
consolidated interim report of Sasfin for the six months ended 31 December 2016 published on
SENS on 16 March 2017 (“Interim Results”) in compliance with paragraph 8.25(b) of the
Listings Requirements. The Financial Effects have been prepared for illustrative purposes only
in order to provide information as to how the Transaction may have affected Shareholders had
the Transaction been implemented on the dates indicated in the notes below.
Due to their nature, the Financial Effects may not fairly present the financial position, changes
in equity, results of operations or cash flows of Sasfin after the Transaction. The preparation of
the Financial Effects is the responsibility of the board of directors of Sasfin.
The Financial Effects have been prepared in accordance with the Listings Requirements and
the SAICA Guide. The accounting policies used in compiling the Financial Effects comply with
IFRS and are consistent with those applied in compiling the Year End Results and the Interim
Results.
Financial Effects based on the Year End Results in compliance with Regulation
106(7)(c)(ii) of the Companies Regulations
Percentage
After the change
1 2
Before the Transaction Transaction %
707.12 682.09 (3.54)
EPS (cents)
731.26 705.81 (3.48)
HEPS (cents)
4 423 4 433 0.22
NAVPS (cents)
4 037 4 054 0.42
NTAVPS (cents)
Total number and Weighted average
number of Shares in issue (excluding 31 736 515 32 301 441
treasury shares)
Notes:
1. Based on the Year End Results.
2. Prepared on the assumption that Transaction took place on 1 July 2015 for purposes of the pro
forma statement of comprehensive income and on 30 June 2016 for purposes of the pro forma
statement of financial position.
3. The detailed Financial Effects and the notes thereto are set out in Annexure 3 to the Circular.
4. The Reporting Account’s Assurance Report on the Financial Effects is set out in Annexure 2 to the
Circular.
Financial Effects based on the Interim Results in compliance with paragraph 8.25(b) of
the Listings Requirements.
Percentage
Before the After the change
1 2
Transaction Transaction %
266.91 252.80 (5.29)
EPS (cents)
271.42 257.24 (5.22)
HEPS (cents)
4 453 4 462 0.21
NAVPS (cents)
4 097 4 113 0.39
NTAVPS (cents)
Total number and Weighted average number of
31 736 515 32 301 441
Shares in issue (excluding treasury shares)
Notes:
1. Based on the Interim Results.
2. Prepared on the assumption that Transaction took place on 1 July 2016 for purposes of the pro
forma statement of comprehensive income and on 31 December 2016 for purposes of the pro
forma statement of financial position.
3. The detailed Financial Effects and the notes thereto are set out in Annexure 3 to the Circular.
4. The Reporting Account’s Assurance Report on the Financial Effects is set out in Annexure 2 to the
Circular.
5. Withdrawal of cautionary announcement regarding the Transaction
Shareholders are referred to the most recent renewal of cautionary announcement published on
the Stock Exchange News Service on 21 July 2017 regarding the Transaction. Further to the
Financial Effects set out in this announcement, caution is no longer required to be exercised by
Shareholders when dealing in the Company’s securities with regard to the Transaction.
6. Update on the transaction regarding the acquisition of ATFS’ loan book and renewal of
cautionary
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, 8 June 2017 and 21 July 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.
Shareholders are advised that the parties are in the process of finalising the definitive agreements
relating to the Acquisition. Consequently, the JSE has granted Sasfin a further extension of the 60
day rule pursuant to paragraph 9.20(b) of the JSE Listings Requirements to dispatch the circular
regarding the Acquisition to Shareholders. The extension has been granted until 31 October
2017.
Johannesburg
21 August 2017
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 and Joint Tax Adviser to Sasfin regarding the Transaction
Edward Nathan Sonnenbergs Incorporated
Joint Tax Adviser to Sasfin
Baker McKenzie
Reporting Accountant
Grant Thornton
Independent Expert
BDO Corporate Finance
Legal Adviser to Sasfin regarding the Acquisition
Werksmans Attorneys
Legal Adviser to WIPHOLD
Tshisevhe Gwina Ratshimbilani Inc.
Date: 21/08/2017 03:50:00 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.
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