Voluntary Announcement pertaining to the Acquisition of Baobab School and Notice in terms of the Companies Act
CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
(“Curro” or “the Company”)
VOLUNTARY ANNOUNCEMENT PERTAINING TO THE ACQUISITION OF BAOBAB
SCHOOL AND NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT
1. THE BAOBAB SCHOOL ACQUISITION
1.1 Shareholders are referred to the audited results announcement
released on SENS on Monday, 19 February 2018, wherein, inter
alia, the acquisition by Curro, through a wholly-owned
subsidiary, Curro Education Botswana Proprietary Limited
(“Curro Botswana”), of a prominent primary private school in
Botswana, the Baobab Primary School (“Baobab School”) and
related assets in Gaborone, Botswana (“Baobab School
1.2 Curro is pleased to advise shareholders that all the
conditions precedent of the Baobab School Acquisition have
now been fulfilled and that the transaction will accordingly
1.3 The Baobab School Acquisition is aligned with Curro’s
intention to expand the geographical footprint of its schools
and provides an excellent opportunity to diversify into the
1.4 The Baobab School is a private primary school that was
established by seven local women with the main objective to
provide high quality, yet affordable education for middle
income children in Botswana. Centrally and conveniently
located in the suburban area of Phase Two in Gaborone, the
Baobab School admitted its first learners in May 1991. It
provides quality educational services to children from
Reception to Standard 7, currently comprising of
approximately 730 enrolled learners.
1.5 The Baobab School is committed to continually developing pre-
primary and primary learners with skills, competencies and
attitudes which would enable them to be adaptive to the socio-
cultural and educational environment.
1.6 Notice is further hereby given in terms of section 45(5) of
the Companies Act, No. 71 of 2008 (“the Act”) that the board
of directors of Curro (“Board”) has resolved to provide
financial assistance to its wholly-owned subsidiary, Curro
Botswana for purposes of funding the Baobab School
Acquisition, in terms of section 45(2) of the Act, pursuant
to the authority granted to the Board by the shareholders at
the annual general meeting of the Company held on 4 June 2018,
which financial assistance exceeds one tenth of one percent
(but is less than one percent) of the Company’s net worth.
The primary source of the approved financial assistance is
Curro’s current bank debt and facilities. In accordance with
section 45 of the Act, the Board is satisfied and acknowledges
that immediately after providing such financial assistance,
Curro would satisfy the solvency and liquidity test provided
for in section 4 of the Act and that the terms of the financial
assistance are fair and reasonable to Curro.
The Baobab School Acquisition is uncategorised in terms of the
JSE Listings Requirements, and the information contained in this
announcement has been voluntarily disclosed by the Company.
29 June 2018
Transaction Advisor and Sponsor
PSG Capital Proprietary Limited
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