ASTORIA INVESTMENTS LIMITED - Disposal of interest in Kingswood Holdings Limited

Disposal of interest in Kingswood Holdings Limited

ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 1297585 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA  NSX share code: ARO
ISIN: MU0499N00007
("Astoria" or "the Company")


DISPOSAL OF INTEREST IN KINGSWOOD HOLDINGS LIMITED


Shareholders are hereby advised that Astoria through its wholly-owned subsidiary, Astoria Investments (UK) Limited
("Astoria UK"), has entered into a conditional share purchase agreement ("Agreement") with KPI (Nominees)
Limited (“KPI”) for the disposal of Astoria UK's 17.46% interest, comprising 28,059,272 ordinary shares, in
Kingswood Holdings Limited ("Kingswood") for a consideration of GBP2 104 445.40 ("disposal consideration"),
which translates to 7.5 pence per ordinary share ("the transaction").

Kingswood is a UK-based wealth management business, listed on the AIM market of the London Stock Exchange.
The transaction is in accordance with Astoria's investment policy approved by shareholders on 20 March 2019 and
given the illiquid nature of Kingswood investment the board of directors of Astoria believes that the price obtained
is in the best interests of shareholders. The proceeds of the transaction will be re-invested in short-term liquid
investments.

The disposal consideration will be settled in cash on the fifth business day following the date on which all of the
conditions precedent have been fulfilled or waived being the effective date of the transaction.

The Agreement is valid for a period of 90 days as from signature date which was 28 June 2019, and is conditional,
amongst other things, in all respects upon:
-  the entry into or completion of the Agreement not (i) requiring KPI to make a mandatory takeover offer for
   Kingswood under Rule 9 of the UK Takeover Code; or (ii) otherwise having potentially adverse consequences
   under the UK Takeover Code for KPI;
-  the exercise by KPI of the remainder of its conversion rights over Kingswood ordinary shares arising under the
   facilities agreement between (among others) Kingswood and KPI (being in respect of the complete drawdown
   and/or conversion of the outstanding GBP4.4 million of such facility); and
-  KPI having become the legal and beneficial owner of more than 50% of Kingswood's ordinary shares prior to
   completion of the Agreement (the requisite "change of control" approval having been obtained and not having
   been withdrawn or modified in that regard from the Financial Conduct Authority).

Warranties and indemnities applicable to the transaction are standard for a transaction of this nature.

The carrying value of the investment in Kingswood as at 31 March 2019 was USD 3 806 453. The fair value of
Astoria's investment in Kingswood decreased by USD 921 653 which was accounted for in the statement of
comprehensive income for the quarter ended 31 March 2019. This financial information is based on the unaudited
management accounts for Astoria for the quarter ended 31 March 2019 which was published on SENS on
24 April 2019. The management accounts were prepared in terms of the Company’s accounting policies and
International Financial Reporting Standards (“IFRS”). The Company is satisfied with the quality of the management
accounts of Astoria, which were prepared under the supervision of the Astoria management.

The net loss after tax of Kingswood is GBP4 718 000 which has been extracted from the audited results of Kingswood
for the year ended 31 December 2018 which was prepared in terms of IFRS as adopted by the European Union.

Although the transaction is in accordance with Astoria's investment policy, the disposal consideration relative to the
market capitalisation is greater than 10% and accordingly such transaction is required to be announced in terms of
section 15.8 of the JSE Listings Requirements. No shareholder approval is required.

A further announcement will be released to shareholders once the Agreement has become unconditional.
                                                                                                               

2 July 2019

This communique has been issued pursuant to SEM Listing Rule 11.3. The Board of Directors of Astoria accepts full
responsibility for the accuracy of the information contained in this communique.


JSE designated advisor                 
Java Capital

Mauritian company administrator and sponsor
OSIRIS International Group

SEM authorised representative and company secretary          
GB Capital

NSX sponsor
Namibia Equity Brokers

Date: 02/07/2019 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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