CURRO HOLDINGS LIMITED - Voluntary Announcement pertaining to the Acquisition of Baobab School and Notice in terms of the Companies Act

Voluntary Announcement pertaining to the Acquisition of Baobab School and Notice in terms of the Companies Act

CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)

VOLUNTARY ANNOUNCEMENT PERTAINING TO THE ACQUISITION OF BAOBAB
SCHOOL AND NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

1.    THE BAOBAB SCHOOL ACQUISITION

1.1     Shareholders are referred to the audited results announcement
        released on SENS on Monday, 19 February 2018, wherein, inter
        alia, the acquisition by Curro, through a wholly-owned
        subsidiary, Curro Education Botswana Proprietary Limited
        (“Curro Botswana”), of a prominent primary private school in
        Botswana, the Baobab Primary School (“Baobab School”) and
        related assets in Gaborone, Botswana (“Baobab School
        Acquisition”)was announced.

1.2     Curro is pleased to advise shareholders that all the
        conditions precedent of the Baobab School Acquisition have
        now been fulfilled and that the transaction will accordingly
        be implemented.

1.3     The Baobab School Acquisition is aligned with Curro’s
        intention to expand the geographical footprint of its schools
        and provides an excellent opportunity to diversify into the
        Southern-African market.

1.4     The Baobab School is a private primary school that was
        established by seven local women with the main objective to
        provide high quality, yet affordable education for middle
        income children in Botswana. Centrally and conveniently
        located in the suburban area of Phase Two in Gaborone, the
        Baobab School admitted its first learners in May 1991. It
        provides quality educational services to children from
        Reception to Standard 7, currently comprising of
        approximately 730 enrolled learners.

1.5     The Baobab School is committed to continually developing pre-
        primary and primary learners with skills, competencies and
        attitudes which would enable them to be adaptive to the socio-
        cultural and educational environment.

1.6     Notice is further hereby given in terms of section 45(5) of
        the Companies Act, No. 71 of 2008 (“the Act”) that the board
        of directors of Curro (“Board”) has resolved to provide
        financial assistance to its wholly-owned subsidiary, Curro
        Botswana for purposes of funding the Baobab School
        Acquisition, in terms of section 45(2) of the Act, pursuant
        to the authority granted to the Board by the shareholders at
        the annual general meeting of the Company held on 4 June 2018,
        which financial assistance exceeds one tenth of one percent
        (but is less than one percent) of the Company’s net worth.
        The primary source of the approved financial assistance is
        Curro’s current bank debt and facilities. In accordance with
        section 45 of the Act, the Board is satisfied and acknowledges
        that immediately after providing such financial assistance,
        Curro would satisfy the solvency and liquidity test provided
        for in section 4 of the Act and that the terms of the financial
        assistance are fair and reasonable to Curro.

2.   CATEGORISATION

     The Baobab School Acquisition is uncategorised in terms of the
     JSE Listings Requirements, and the information contained in this
     announcement has been voluntarily disclosed by the Company.

Durbanville
29 June 2018

Transaction Advisor and Sponsor
PSG Capital Proprietary Limited

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