Wrap Text
Specific repurchases from related parties and Cautionary Announcement
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
('Finbond' or 'the Company')
SPECIFIC REPURCHASES FROM RELATED PARTIES AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised of the proposed repurchase and subsequent delisting of 340 523 358
Finbond ordinary shares (“the Repurchase Shares”), representing approximately 38.55% of the total
issued Finbond shares (“Finbond Shares”), 220 523 358 from Net1 Finance Holdings (Pty) Ltd, a private
company incorporated in accordance with the laws of South Africa (“Net1”) and 120 000 000 from
Massachusetts Institute of Technology, a private land-grant research university incorporated in
accordance with the laws of the United states of America (“MIT”), at a price of 29.11 cents per
Repurchase Share (“Repurchase Consideration”) (“the Repurchases”).
2. RATIONALE FOR THE REPURCHASES
The Repurchases are ultimately to the benefit of Finbond shareholders in that the delisting of such
shares results in the removal of the Repurchase Shares from the share capital of the Company at an
attractive price (i.e. a decrease in the aggregate number of Finbond Shares from 883 423 450 ordinary
shares of no par value to 542 900 092 ordinary shares of no par value. Treasury shares will remain at
89 118 708 ordinary shares).
The Repurchases are considered an appropriate allocation of capital as the impact of the Repurchases
and cancellation of the Repurchase Shares are expected to enhance earnings and net asset value per
Finbond Share.
The reduction in the number of Finbond Shares in issue will also have the effect of increasing the
holdings of the Company's existing shareholders.
3. REPURCHASE CONSIDERATION
The Repurchase Consideration of 29.11 cents per Repurchase Shares will be funded out of the Group’s
available cash resources and/or facilities.
Finbond has sufficient cash resources and/or facilities to implement the Repurchases. The
Repurchases are not conditional upon financing being procured from other sources.
Settlement of the Repurchase Consideration will be implemented in full in accordance with the terms
of the Repurchases without regard to any lien, right of set-off, counterclaim, other analogous right to
which the Company may otherwise be, or claim to be, entitled against Net1 and/or MIT.
4. CONDITIONS PRECEDENT
Subject to the fulfilment of the Repurchase Conditions, Finbond wishes to implement the Repurchases
in terms of sections 48(8), 114 and 115 of the Companies Act, 2008 (Act 71 of 2008) and paragraph
5.69 of the JSE Listings Requirements, and on the terms and subject to the conditions set out below.
The implementation of the Repurchases is subject to the fulfilment of the following conditions
precedent on or before 31 December 2023 (“Repurchase Conditions”):
• all resolutions required to implement the Repurchases in terms of section 48(8)(b) and 115(2)(a)
of the Companies Act, and paragraphs 5.67(C) and 5.69(b) of the JSE Listings Requirements, have
been approved by the requisite majority of Finbond shareholders (the "Repurchase
Resolutions");
• all approvals, consents and/or waivers, as may be required in terms of the Companies Act, the
Takeover Regulations, the JSE Listings Requirements and any other applicable laws in order for
the Repurchases to be implemented have been obtained, other than the issue of the compliance
certificate by the Takeover Regulation Panel in terms of section 119(4)(b) of the Companies Act,
provided that if such approval is granted conditionally, this Repurchase Condition shall not be
regarded as having been fulfilled unless before such date the Company gives notice to the effect
that such conditions and terms are acceptable to the Company (in its discretion);
• publication of the required announcements and distribution of the required circulars; and
• obtaining the required external opinions and internal approvals.
The Repurchase Conditions are not capable of being waived.
In order to comply with Regulation 102(13) of the Takeover Regulations, Finbond, Net1 and MIT have
agreed that notwithstanding the fulfilment of the Repurchase Conditions, the Repurchases shall not
be implemented unless and until the Takeover Regulation Panel ("TRP") has issued a compliance
certificate in respect of the Repurchases in terms of section 119(4)(b) of the Companies Act.
The date for fulfilment of any Repurchase Condition may be extended by agreement between Finbond
and/or Net1 and/or MIT from time to time as approved by the TRP and the JSE Limited (“JSE”) (if and
to the extent such approvals are required).
In the event that the Repurchase Conditions are fulfilled and the Repurchases becomes operative and
is implemented in accordance with its terms, the Repurchase Shares will be repurchased for the
Repurchase Consideration and an application will be made to the JSE for the termination of the listing
of the Repurchase Shares.
The Repurchases will terminate with immediate effect if all of the Repurchase Conditions have not
been fulfilled on or before the relevant date for fulfilment.
A general meeting of Finbond Shareholders will be convened for the purpose of considering and if
deemed fit, approving, the Repurchase Resolution ("General Meeting").
5. REPURCHASE FROM A RELATED PARTY
Net1 and MIT are material shareholders of the Company and as such, the Repurchases constitute
specific repurchases from related parties as contemplated in section 5.69(e) of the JSE Listings
Requirements.
6. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION
As the Repurchases constitute a repurchase by Finbond of more than 5% of the entire issued ordinary
share capital of Finbond, it is required that the Repurchases be approved and implemented in
accordance with sections 48(8), 114 and 115 of the Companies Act.
A Firm Intention Announcement regarding the Repurchases will be released in due course in
compliance with the Takeover Regulations issued in terms of the Companies Act (“Firm Intention
Announcement”), subject to TRP approval.
7. CIRCULAR TO SHAREHOLDERS
Subsequent to release of the Finbond interim results for the six months ending 31 August 2023
(expected on or about Friday, 27 October 2023), and subject to the release of the Firm Intention
Announcement and the approval of the TRP and the JSE, a circular will be posted to Finbond
shareholders regarding the Repurchase, including
• the pro forma financial effects on the financial position of Finbond following the implementation
of the Repurchase and including the independent reporting accountants’ assurance thereon;
• the recommendations of the Finbond Independent Board;
• the Independent Expert’s Report in respect of the Repurchase; and
• a notice convening the General Meeting.
The salient dates and notice of General Meeting will be published in the Firm Intention
Announcement.
8. RESPONSIBILITY STATEMENT
The directors of Finbond collectively and individually accept full responsibility for the accuracy of the
information given and certify that to the best of their knowledge and belief there are no facts that
have been omitted which would make any statement false or misleading, and that all reasonable
enquiries to ascertain such facts have been made and that this announcement contains all information
required by law and the JSE Listings Requirements.
9. CAUTIONARY ANNOUNCEMENT
Finbond shareholders are advised to exercise caution when trading in Finbond shares until the Firm
Intention Announcement is released on SENS.
Pretoria
11 August 2023
Sponsor: Grindrod Bank Limited
Date: 11-08-2023 05:00:00
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 
