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Declaration and Finalisation Announcement: Distribution in specie of 90.1% of RAC’s shareholding in Astoria
RECM AND CALIBRE LIMITED ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of Mauritius)
Registration number 2009/012403/06 Registration number 129785 C1/GBL
Preference Share Code: RACP SEM share code: ATIL.N0000
ISIN: ZAE000145041 JSE share code: ARA
("RAC") ISIN: MU0499N00015
(“Astoria”)
DECLARATION AND FINALISATION ANNOUNCEMENT: DISTRIBUTION IN SPECIE OF 90.1% OF RAC’S
SHAREHOLDING IN ASTORIA TO RAC SHAREHOLDERS
1. Introduction
RAC Shareholders are referred to the circular published on both the RAC and Astoria websites on
1 December 2020 (the “Circular”) and the announcement published on SENS by RAC on 15
December 2020, wherein shareholders were advised that all remaining conditions precedent to
the Acquisition, as detailed in the Circular, had been fulfilled and that the Acquisition had become
unconditional.
Using the terms defined in the Circular, RAC Shareholders are further advised that RAC has now
received all requisite approvals to proceed with the Distribution.
2. Rationale
It has been RAC’s stated intent to distribute the majority of its investment in Astoria to its
shareholders post the restructuring of RAC’s portfolio. Post the Distribution:
• RAC will retain Goldrush as its largest asset, together with a 9.9% shareholding in Astoria
and some smaller remaining investments which are in the process of being sold or
prepared for sale (“the RAC Portfolio”); and
• Astoria will continue to hold a portfolio of assets, comprising Outdoor Investment
Holdings, Afrimat, Trans Hex, RECM and Calibre Preference shares, ISA Carstens, Vehicle
Care Group and CNA.
The Distribution facilitates separate access to these portfolios for investors.
The Distribution also enables Astoria to immediately meet the shareholder spread requirements
for an AltX-listed company. An application will be made to the JSE for the lifting of the suspension
in the trade in Astoria Shares once the Distribution has been effected.
3. Further Information
More detail about the RAC portfolio will be provided in a voluntary update to RAC Shareholders
prior to the date on which Astoria shares start trading again.
Astoria is expected to publish its results for the year ended 31 December 2020, on or about
31 March 2021, which will include more detail on its investments.
4. No unfulfilled conditions precedent to the Distribution
The Distribution is not subject to any unfulfilled conditions precedent, nor is shareholder approval
required for the Distribution due to (i) the Distribution being implemented as a pro rata
distribution of the Astoria Shares held by RAC; and (ii) the Distribution not constituting a disposal
in terms of section 112 of the Companies Act.
All the necessary authorities and approvals are in place to proceed with the Distribution as set
out in this announcement.
5. Liquidity and solvency
The RAC Board, having applied the solvency and liquidity test set out in section 4 of the
Companies Act, has reasonably concluded that RAC will satisfy the requirements of such test and
has authorised the Distribution.
6. Entitlement ratio
Each RAC Shareholder will be entitled to receive one Astoria Share for every one RAC Participating
Preference Share or Ordinary Share held on the Distribution Record Date as set out in paragraph
11 below.
7. Certificated RAC Shareholders
For purposes of the Distribution, RAC Shareholders will receive their respective Astoria Shares in
dematerialised form only. Accordingly, all shareholders that hold RAC shares which have not yet
been dematerialised, title to which is represented by a share certificate or other ‘Document of
Title’ (share certificates, certified transfer deeds, balance receipts or any other documents of title
acceptable to RAC) (the “Certificated Shareholders”), and who wish to receive their Astoria
Shares, must appoint a CSDP, directly or through a broker, to receive the Astoria Shares on their
behalf. Should a Certificated Shareholder not so appoint a CSDP, that Certificated Shareholder
will be issued with a statement of allocation representing their Astoria Shares by Link Market
Services Proprietary Limited (the “Transfer Secretaries”). Such RAC Shareholders can instruct the
Transfer Secretaries to transfer their Astoria Shares represented by the statement of allocation
to their appointed CSDP. Documents of Title in respect of RAC Shares need not be surrendered
to receive Astoria Shares.
8. Dematerialised RAC Shareholders
Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their
Astoria Shares on the first business day following the record date for the Distribution.
9. Salient dates and times
2021
Declaration and finalisation announcement published on SENS on Wednesday, 24 March
Last day to trade for RAC Shareholders to be entitled to participate
in the Distribution on Tuesday, 13 April
RAC Shares commence trading "ex" their entitlement to the
Distribution on Wednesday, 14 April
Publish cost apportionment on SENS by 11:00 Thursday, 15 April
Record date for the Distribution on Friday, 16 April
Astoria Shares credited to the accounts of RAC Shareholders at their
central securities depository participants/brokers on Monday, 19 April
Notes:
1. All times referred to are times in South Africa.
2. The dates and times are subject to amendment, and any changes to the foregoing dates and
times will be released on SENS.
3. RAC Shares may not be dematerialised or rematerialised between Wednesday, 14 April 2021
and Friday, 16 April 2021, both days inclusive.
10. Foreign Shareholders
The right to receive the Astoria Shares in jurisdictions other than South Africa may be restricted
by law and any failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Accordingly, RAC Shareholders are not entitled to receive
Astoria Shares, directly or indirectly, in those jurisdictions and such RAC Shareholders ought to
advise RAC accordingly. Such non-resident Shareholders should inform themselves about and
observe any applicable legal requirements in such jurisdictions. It is the responsibility of non-
resident RAC Shareholders to satisfy themselves as to the full observance of the laws and
regulatory requirements of the relevant jurisdictions in respect of the Distribution, including the
obtaining of any governmental, exchange control or other consents or the making of any filing
which may be required, compliance with other necessary formalities and payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdictions.
Shareholders who have any doubts as to their position, including, without limitation, their tax
status, should consult an appropriate advisor in the relevant jurisdictions without delay.
11. Share capital and source of Distribution
RAC's share capital as at the date of this announcement is as follows:
Authorised R
5 000 000 ordinary shares of R0,01 each 50 000
200 000 000 non-cumulative redeemable participating
preference shares of no par value -
250 000 000 redeemable preference shares of no par value -
1 500 000 000 perpetual preference shares of no par value -
Issued R
3 750 000 ordinary shares of R0,01 each 37 500
47 400 000 (2019:47 400 000) non-cumulative redeemable
participating preference shares of no par value -
The Distribution will be made from the capital account of RAC.
RAC’s tax reference number is 9005973194
24 March 2021
Cape Town
Corporate Advisor and Transaction Sponsor to RAC
Questco Proprietary Limited
Corporate Advisor and JSE Transaction Designated Advisor to Astoria
Questco Proprietary Limited
Company Secretary of Astoria
Clermont Consultants (MU) Limited
Date: 24-03-2021 02:00:00
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