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Quarterly Update as at 30 June 2019
AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL ISIN: ZAE000221370
(“Phoenix” or “the Company” or “the Group”)
QUARTERLY UPDATE AS AT 30 JUNE 2019
In accordance with paragraph 15.4(g) of the Listings Requirements of JSE Limited, the Company’s
30 June 2019 quarterly portfolio update is set out hereafter. Capitalised terms not defined in this
announcement will bear the meaning as defined in the circular distributed to shareholders on
18 February 2019 (“Circular”).
UPDATE ON OPERATIONS
Investment in API Capital Fund
Phoenix acquired a 99.99% stake in API Capital Fund, a South African en commandite partnership on
4 April 2019. Phoenix invested capital of R500 million in the Fund managed by API Capital Proprietary
Limited (“API Capital”). API Capital which, per the Circular, is required to hold at least 1% of Phoenix
A shares, has acquired 1.4% of Phoenix A shares before the required timeline.
Deal pipeline
Phoenix has received the API Capital quarterly report to the Limited Partner for the quarter ended
30 June 2019. The board of directors (“Board”) notes that API Capital has made significant progress in
implementing its investment plan. The detailed investment pipeline including details of the deal
structures, investment thesis, deal status and proposed entry pricing have been shared with the Limited
Partner.
Sale of The Standard General Insurance Company Limited (“Stangen”)
Following the announcement on 28 June 2019 that the Company has entered into a sale and purchase
agreement for the sale of its 100% holding in Stangen to King Price Financial Services Proprietary
Limited, significant progress has been made on concluding the conditions precedent to the transaction.
In this regard, the Company has received approval from the Competition Authorities and still awaits
regulatory approval from the Financial Services Authorities.
Preference share repurchase
Scheme Repurchase
The Scheme Repurchase became unconditional following the granting of a court order on 5 June 2019
approving the special resolution pertaining to the Scheme Repurchase. The scheme was implemented
in June 2019 per the timetable released on SENS on 7 June 2019. The Scheme Repurchase
Consideration was paid to Preference Shareholders, excluding Dissenting Shareholders who have
exercised their Appraisal Rights in accordance with section 164 of the Companies Act.
Appraisal Rights
As announced on 24 July 2019, the Company received a notice of motion in which a Dissenting
Shareholder has made an application to court in terms of section 164(14) of the Companies Act for,
among others, a determination of the fair value of the Affected Shares. The Board has considered the
application and has filed a notice of intention to oppose, which motion and answering affidavit will be
filed on 11 September 2019.
FINANCIAL PERFORMANCE
Net Asset Value (NAV)
At 30 June 2019, Phoenix's net asset value per share increased to 94.0 cents (53.0 cents at
31 March 2019).
R’000 Notes Unaudited Reviewed
30 June 2019 31 March 2019
Investments 1 1 062 441 572 777
Other non-current assets 1 860 2 238
Cash and cash equivalents 2 341 464 1 289 633
Other current assets 33 494 49 674
Total Assets 1 439 259 1 914 322
Liabilities 3 97 526 28 651
Preference shareholders’ equity - 1 129 803
Ordinary shareholders’ equity 1 341 733 755 868
Total Equity and Liabilities 1 439 259 1 914 322
Number of A Shares (‘000) 1 427 005 1 427 005
NAV per A share (cents) 4 94.0 53.0
Diluted NAV per A share (cents) 4 93.7 53.0
Notes
1. Investments
R’000 30 June 2019 31 March 2019
Stangen* 520 000 527 585
GEMS 44 613 45 192
API Capital Fund^ 497 828 -
Total 1 062 441 572 777
* Stangen is valued at the expected sale consideration and expected dividend proceeds as
detailed in the SENS announcement on 28 June 2019.
^ The R500 million investment in the API Capital Fund has increased with Fund income such
as interest income since the investment was made and reduced by Fund expenses such as
the management fee paid to the fund manager for the quarter ended 30 June 2019.
2. Cash
The decrease in the cash balance between 31 March 2019 and 30 June 2019 is predominantly
due to:
i) Cash of R500 million invested in the API Capital Fund.
ii) Payment of R460 million for the repurchase of preference shares in June 2019.
3. Liabilities
Liabilities include an amount of R47 million for the settlement of the 1 252 598 Preference
Shares that have lodged their Appraisal Rights per Section 164(14) of the Companies Act. This
has been calculated at a value of R37.50 per share.
4. NAV per share
NAV per share has increased from 31 March 2019 primarily due to the repurchase of the
Preference Shares in June 2019. Shareholders are referred to the detail above regarding the
Preference Share repurchase. The accounting treatment applied is consistent with the
accounting treatment per the pro forma financial statements included in the Circular.
The Diluted NAV per A share takes into account the impact of the issued B shares assuming a
conversion to A shares were to take place on 30 June 2019.
Johannesburg
5 September 2019
Sponsor
Merchantec Capital
Date: 05/09/2019 02:29:00
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