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Acquisition of further shares in Leatt Corporation
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00015
("Astoria" or "the Company")
ACQUISITION OF FURTHER SHARES IN LEATT CORPORATION
1. Introduction
Shareholders are advised that, on 8 March 2024, the Company concluded an agreement with RECM
Worldwide Opportunities Prescient QI Hedge Fund, represented by Prescient Management Company (RF)
(Pty) Ltd ("Sale Agreement"), in terms of which it will acquire 388 762 shares of common stock in Leatt
Corporation ("Leatt") ("Leatt Shares") at a price of US$13.67 per Leatt Share ("Transaction"). The total
consideration of US$5 315 414 will be settled by way of the issue of 6 062 275 Astoria shares ("Astoria
Consideration Shares") at a price of $0.738 per share, as well as a cash payment of US$840 000. RECM
Worldwide Opportunities Prescient QI Hedge Fund is not a related party to Astoria.
2. Overview of Astoria
Astoria is a Mauritian domiciled, global investment company that aims to grow its net asset value per share,
measured in US Dollars, at a high real rate over time. Astoria was incorporated on 20 April 2015 in Mauritius
and holds a Global Business License in accordance with the Mauritian Companies Act, 2001 and the
Mauritian Financial Services Act, 2007. Astoria has primary listings on the Stock Exchange of Mauritius
("SEM") and the Alternative Exchange of the JSE Limited ("JSE").
3. Overview of Leatt
Leatt is a public company quoted on the US OTC market that designs, develops, markets and distributes
personal protective equipment for participants in all forms of motor sports and leisure activities, including
riders of motorcycles, bicycles, snowmobiles and ATVs. Although Leatt was founded and has its executive
headquarters in Cape Town, South Africa, it sells its products to customers worldwide through a global
network of distributors and retailers, with more than 90% of Leatt's sales being outside of South Africa.
Leatt also acts as the original equipment manufacturer for neck braces sold by other international brands.
More information about Leatt is available at www.leatt.com and www.leatt-corp.com.
4. Rationale for the Transaction
Astoria is currently a 2.3% shareholder in Leatt, having acquired its initial shareholding in June 2022. The
Transaction, if implemented, will increase Astoria's holding in Leatt to 8.84% being the largest shareholder
other than Dr Chris Leatt, one of the founders of the company. The board of directors of Astoria is of the
view that the Transaction provides an opportunity to increase its holding in this well-established global
consumer brand design and distribution company at an attractive price.
5. Salient terms of the Transaction
5.1. Conditions precedent
The Transaction is subject to the receipt of regulatory approvals for the listing of the Astoria
Consideration Shares.
5.2. Effective date
The effective date of the Transaction is the date of signature of the Sale Agreement, being 8 March 2024.
5.3. Representations and warranties
The Sale Agreement contains representations and warranties which are standard for a transaction of
this nature.
6. Financial information
Leatt's net asset value per share at 30 September 2023 and its per share net profit after tax for the nine
months ended 30 September 2023, as disclosed in its quarterly report pursuant to section 13 or 15(d) of
the US Securities Exchange Act of 1934 for the nine-month period ended 30 September 2023 (prepared in
conformity with US generally accepted accounting principles), were $6.94 and $0.38 respectively.
7. Categorisation
The Transaction was concluded in the ordinary course of business pursuant to Astoria's investment policy.
When categorised it represents more than 10% of Astoria's market capitalisation and has accordingly been
announced in compliance with section 15.8 of the JSE Listings Requirements.
8. Posting of SEM Information Note
As required by the SEM Listing Rules, an Information Note relating to the issue of the Astoria Consideration
Shares will be made available for inspection in due course for at least 10 business days, during normal office
hours at the registered office of the Company at 1st Floor, 18 Cascavelle Business Park, Riviere Noire Road,
Cascavelle, Republic of Mauritius. The Information Note will also be available on the Company's website:
www.astoria.mu. A further announcement will be made once available.
9. Withdrawal of cautionary announcement
Following the publication of this announcement, all material terms of the Transaction have been
announced. Accordingly, shareholders are advised that the previously issued cautionary announcement has
been withdrawn and shareholders are no longer required to exercise caution when dealing in the
Company's securities.
Astoria has primary listings on the SEM and the Alternative Exchange of the JSE.
This announcement is issued pursuant to SEM Listing Rules 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007. The board of directors of Astoria accepts full responsibility for the
accuracy of the information contained in this announcement.
Mauritius
11 March 2024
Designated Advisor and Corporate Advisor
Questco Corporate Advisory Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 11-03-2024 02:00:00
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