AFROCENTRIC INVESTMENT CORPORATION LIMITED - Disposal of shares held in Jasco

Disposal of shares held in Jasco

AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“AfroCentric”)


DISPOSAL OF SHARES HELD IN JASCO



1.   Introduction
     Shareholders are advised that on 30 May 2018 (“Signature Date”), AfroCentric (“Seller”), concluded the
     sale of shares agreement (“the Agreement”) with CIH Projects No 8 Proprietary Limited (the “Purchaser”),
     a wholly owned subsidiary of Community Investment Holdings Proprietary Limited, in terms of which the
     Seller will dispose of its 44 263 793 ordinary shares in the issued share capital of Jasco Electronics
     Holdings Limited (“Jasco”) to the Purchaser (“the Disposal”).

2.   The Disposal
     2.1    Nature of Jasco’s business

               Jasco is a South Africa, JSE-listed company that delivers Smart Technologies across a multiple of
               disciplines such as Telecommunications, Information Technology, Energy and Industry. By leveraging
               synergies between these disciplines, Jasco is able to deliver complete end-to-end solutions. The
               Jasco group not only delivers across the value chain, but in many cases owns the value chain: from in-
               house design and engineering to manufacturing and managed services. Jasco has offices in all major
               regions in South Africa and has expanded into East Africa. Jasco is AfroCentric’s only listed
               investment.

     2.2       Rationale for the Disposal
               The Disposal provides additional cash that will be employed in AfroCentric’s healthcare business
               segments and organic growth within the healthcare sector.


     2.3       Consideration for the Disposal
               The purchase consideration, being R32 000 000.00 (thirty two million Rand), shall be payable in cash
               by the Purchaser to the Seller within 7 (seven) business days after the signature date.
               The proceeds of the Disposal will be used to organically grow the healthcare sector.

     2.4       Conditions precedent and effective date
               The Disposal is subject to conditions precedent that are normal with a transaction of this nature:
               The effective date of the Disposal shall be 1 June 2018.

3.   The Net Assets and (losses)/profit attributable to the Disposal to AfroCentric
     3.1    The value of the net assets that are the subject of the Disposal as at 31 December 2017, being
            AfroCentric’s most recent interim period, was R26 558 000 whilst as at 30 June 2017, being
            AfroCentric’s most recent financial year end, was R41 608 000.

     3.2       The profit after tax attributable to the net assets that are the subject of the Disposal for the six
               months ended 31 December 2017 was (R9 738 000) whilst as at 30 June 2017, being AfroCentric’s
               most recent financial year end, was R4 426 000.

           Shareholders are reminded that the investment in Jasco was initially designated at fair value through
           profit and loss and held for trading.
4.   The Net Assets and (losses)/profit attributable to the Disposal to Jasco

     4.1     The value of the net assets that are the subject of the Disposal as at 31 December 2017, being
             Jasco’s most recent interim period, was R44 892 572 whilst as at 30 June 2017, being Jasco’s
             most recent financial year end, was R44 767 508.

     4.2     The profit after tax attributable to the net assets that are the subject of the Disposal for the six
             months ended 31 December 2017 was R2 279 137 whilst as at 30 June 2017, being Jasco’s most
             recent financial year end, was R2 441 257.

5.   Categorisation of the Disposal

     The Disposal is considered to be a small related party transaction in terms of paragraph 10.7 of the JSE
     Listings Requirements (“Listings Requirements”) and consequently requires a fairness opinion
     (“Opinion”) from an independent professional expert (“Independent Expert”) acceptable to the JSE
     Limited (“JSE”) that the terms of the Disposal are fair as far as shareholders of AfroCentric are concerned.

     In terms of paragraph 10.7(b) of the Listings Requirements, the Company has provided the JSE with
     written confirmation from the Independent Expert that the terms of the Disposal are fair as far as the
     shareholders of AfroCentric are concerned. The fairness opinion will lie for inspection at AfroCentric’s
     registered office for a period of 28 days from the date of this announcement.

Johannesburg
1 June 2018


Sponsor
Sasfin Capital (a member of the Sasfin group)

Independent Expert
BDO Corporate Finance Proprietary Limited

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