Wrap Text
Finalisation Announcement regarding the Subscription and the Repurchase Offer
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”)
FINALISATION ANNOUNCEMENT REGARDING THE SUBSCRIPTION AND THE REPURCHASE
OFFER
1. Introduction
Sasfin shareholders (“Shareholders”) are referred to the announcement dated 21 August 2017
(“Announcement”) wherein they were advised, inter alia, that the circular (“Circular”) relating to the
implementation, subscription and relationship agreement (“Agreement”) that was entered into
between Sasfin, Women Investment Portfolio Holdings Limited (“WIPHOLD”) and WIPHOLD’s
wholly-owned subsidiary Wipfin Investments Proprietary Limited (formerly known as Sinvent
Investments 245 Proprietary Limited) (“WIPHOLD SPV”) was posted to Shareholders on 21 August
2017.
The salient terms of the Agreement are that:
- 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.
Where applicable, words and expressions in this announcement shall have the same meaning as
assigned to them in the Circular.
2. Fufilment of suspensive conditions and important dates and times
All the suspensive conditions to the Transaction, as detailed in the Circular, have now been fulfilled.
Due to the Transaction becoming unconditional in accordance with the timetable presented in the
Circular and the Announcement, no changes to the timetable are required. The salient dates and
times relating to the Transaction therefore remain as follows:
2017
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 closing of the Repurchase Friday, 27 October
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 5 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).
2. 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, 24 October 2017 will not be eligible
to participate in the Repurchase Offer.
3. All dates and times quoted are South African dates and times.
4. 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.
5. 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.
Johannesburg
16 October 2017
Corporate Adviser and Lead Sponsor
Sasfin Capital (a member of the Sasfin Group)
Independent Sponsor to the Transaction
Deloitte & Touche Sponsor Services Proprietary Limited
Date: 16/10/2017 02:38:00 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.
Sharenet Sites 
