Wrap Text
Proposed Listing Of Optasia On The Prime Segment Of The Main Board Of The JSE And Abridged Pre-Listing Statement
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
("Optasia" or the "Company", together with its subsidiaries and affiliate entities the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
PROPOSED LISTING OF OPTASIA ON THE PRIME SEGMENT OF THE MAIN BOARD OF THE JSE
AND ABRIDGED PRE-LISTING STATEMENT
THE ABRIDGED PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO ANY
PERSON IN ANY JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR,
ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF
THE SECURITIES REFERRED TO IN THIS ABRIDGED PRE-LISTING STATEMENT IN ANY
JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW, OR WHERE FURTHER ACTION IS
REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the full, unabridged pre-listing statement made available on Monday, 20 October 2025 on the
Company's website at www.optasia.com/ipo (the "Pre-listing Statement").
INTRODUCTION
On Wednesday, 8 October 2025 Optasia announced its intention to list all of its issued ordinary shares
("Shares") on the Prime Segment of the Main Board of the Johannesburg Stock Exchange (the "JSE"),
the securities exchange operated by the JSE Limited (the "Admission"), where the Company proposed
to undertake a primary issuance of approximately ZAR1.3 billion ($75 million equivalent) to support
growth, both organically and through future potential acquisitions and a secondary share sale from
certain existing Shareholders (the "Selling Shareholders") of at least ZAR5.0 billion (approximately
$300 million) (together, the "Offer") by way of a private placement to selected qualified investors (as
specified in the disclaimer below).
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement relates to:
(i) an offer for subscription by the Company of up to 83,951,613 Ordinary Shares (the
"Subscription Shares") at the Offer Price; and
(ii) the offer for sale by the Selling Shareholders of up to 281,055,400 Ordinary Shares (the "Sale
Shares") at the Offer Price, provided, however, that the Selling Shareholders reserve the right in
their sole discretion to increase the number of Ordinary Shares offered for sale (at the Offer Price)
(the "Volume Increase") (such Ordinary Shares, including any offer and sale of shares pursuant
to the Volume Increase, together with the Sale Shares and the Subscription Shares, the "Base
Shares"),
and the Admission of the issued Ordinary Shares to listing and trading on the Prime Segment of the
Main Board of the JSE.
The Offer includes an overallotment option not exceeding 15% of the Base Shares size, which is
customary for transactions of this nature and will comprise of secondary Shares only. The aggregate
of the Base Shares and the overallotment shares are referred to as the "Offer Shares."
The gross proceeds from the Offer and sale of the Offer Shares, assuming that the Volume Increase is
not effected, are expected to be approximately ZAR6.3 billion ($375 million) in aggregate.
This abridged pre-listing statement highlights select information from the Pre-listing Statement. It is not
complete and does not contain all of the information that a person should consider before investing in
the Offer Shares. Qualified investors should read the Pre-listing Statement carefully and, in its entirety,
including the "Part IV – Risk Factors" section, the financial statements provided and the notes to those
financial statements.
ADMISSION
The JSE Limited has approved the Admission of all of the Company's Ordinary Shares (ISIN:
VGG2072E1016) in the Consumer Lending subsection under the Finance and Credit Services sector
of the JSE list, under the abbreviated name "Optasia" and share code "OPA", subject to the fulfilment
of certain conditions, including the Company meeting the JSE's spread and minimum free-float
requirements as set out in the JSE Listings Requirements.
SALIENT TERMS OF THE OFFER
Whilst the Selling Shareholders reserve the right in their sole discretion to increase the number of Sale
Shares in the Offer, subject to the Offer Price and the quality of demand from qualified investors, the
salient terms of the Offer are as follows:
Offer Price Range: ZAR15.50 to ZAR19.00 per Offer Share
Number of Offer Shares: up to 419,758,065
Percentage of issued share capital: up to 30.4%
The Offer is subject to minimum acceptances. The minimum level of acceptances of the Sale Shares,
together with the Subscription Shares and the Overallotment Shares, (the "Offer Shares") shall be such
that, upon completion of the Offer, the Company will have a sufficient number and distribution of
shareholders to satisfy the minimum free-float and shareholder spread requirements, as prescribed by
the JSE Listings Requirements and acceptable to the JSE Limited.
There is no minimum capital requirement to be realised by the Offer. Admission will not proceed if the
minimum level of acceptances is not achieved, and any acceptance of the Offer shall not take effect,
and no person shall have any claim whatsoever against the Company, the Joint Global Coordinators
and Bookrunner or any other person as a result of the failure of any condition.
This abridged pre-listing statement does not constitute an offer or invitation to the public or any section
of the public in any jurisdiction to subscribe for or purchase any Shares in the Company. Consequently,
this abridged pre-listing statement does not, nor does it intend to, constitute a prospectus in accordance
with the laws of any jurisdiction. The Offer will consist solely of separate private placements, subject to
certain conditions, to selected qualified investors (as specified in the disclaimer below) to whom the
Offer will be specifically addressed in various jurisdictions, including in South Africa, and it is only being
addressed to persons to whom it may be lawfully made. There will be no public offering of any Shares
in any jurisdiction.
Qualified investors wishing to participate in the Offer should contact the Joint Global Coordinators and
Bookrunner prior to 12:00 (SAST) on Tuesday, 28 October 2025 at:
Joint Global Coordinators
- Morgan Stanley & Co. International plc: +44 (0) 20 7677 6810
- The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division: +27 (0)11 344 5725
Bookrunner
- Investec Bank Limited: +27 (0) 11 286 7000
USE OF PROCEEDS
The Company is expected to receive proceeds of approximately ZAR1.3 billion ($75 million equivalent)
from its issuance of the Subscription Shares to qualified investors. The Company intends to use the net
proceeds as described in "Part II – Overview of the Offer" of the Pre-listing Statement to provide the
Company with access to capital to support growth, both organically and through future acquisitions.
The Selling Shareholders are expected to receive at least ZAR5.0 billion ($300 million equivalent) from
the sale of the Sale Shares to qualified investors, thereby providing an exit mechanism for existing
Shareholders who wish to sell. The Selling Shareholders will retain a significant shareholding in the
Company post-implementation of the Offer and Admission and will continue to work closely with the
Group's management to drive growth and create value in the Group.
PARTICIPATION IN THE OFFER
The Offer will only be made and implemented subject to becoming unconditional in accordance with its
terms and conditions:
- in South Africa, to South African Qualifying Investors (as defined in the Pre-Listing Statement)
including: (i) selected institutional investors in South Africa who fall within one of the specified
categories listed in section 96(1)(a) of the Companies Act; and (ii) selected persons, each acting
as principal, acquiring Offer Shares for a total acquisition cost of not less than ZAR1 million per
single addressee, as contemplated in section 96(1)(b) of the Companies Act, in each case, to
whom the Offer will be specifically addressed and will only be capable of acceptance by such
addressees;
- within the United States to persons reasonably believed to be QIBs as defined in, and in reliance
on, Rule 144A under the U.S. Securities Act, or pursuant to another exemption from, or in a
transaction not subject to, the registrations requirements under the U.S. Securities Act, and
applicable state and other securities laws;
- in a Member State: (a) to a Qualified Investor (as defined in the Pre-listing Statement); and (b) in
the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in the
EU Prospectus Regulation: (i) such Offer Shares acquired by it in the Offer have not been
acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons
in any Member State other than Qualified Investors or in circumstances in which the prior consent
of the Joint Global Coordinators and Bookrunner have been given to the offer or resale; or (ii)
where such Offer Shares have been acquired by it on behalf of persons in any Member State
other than Qualified Investors, the offer of those Offer Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
- in the United Kingdom, to a Relevant Person (as defined in the Pre-listing Statement); and
- if you are outside the United States, the United Kingdom, the EEA and South Africa to selected
persons in such other jurisdictions in reliance on Regulation S, to whom the Offer will specifically
be addressed, and only by whom the Offer will be capable of acceptance in accordance with the
laws and regulations of their relevant jurisdiction.
The Offer will not be made to, or capable of acceptance by, persons in the Affected Jurisdictions nor
does it constitute, nor is it intended to constitute, a public offering in any jurisdiction.
LOCK-UP ARRANGEMENTS
The Company and Selling Shareholders have agreed to Lock-up Arrangements in the Placement
Agreement, which is subject to customary exceptions and in terms of which, among other things, the
Company will not be entitled to (without the permission of the Joint Global Coordinators and
Bookrunner) issue any Ordinary Shares, or any other shares or securities in the Company for a period
of 365 days after Admission
In addition, subject to certain limited exceptions set out in the Placement Agreement, the Management
Shareholders have agreed not to dispose of any Ordinary Shares (or any interest therein) held at the
time of Admission for a period of 365 days. The Non-Management Shareholders have similarly agreed
not to dispose of any Ordinary Shares (or any interest therein) held at the time of Admission for a period
of 180 days.
In order to maintain an orderly and stable market for the Ordinary Shares following the Admission, the
Selling Shareholders and the Joint Global Coordinators have also entered into an Orderly Market
Agreement to regulate the manner in which disposals of the Ordinary Shares held by the Orderly Market
Shareholders (as defined in the Pre-listing Statement) may be implemented during the six-month period
after expiry of the 180-day lock-up period under the Placement Agreement.
For the avoidance of doubt, the Lock-up Arrangements applicable to the Management Shareholders
and Non-Management Shareholders shall not apply to transactions relating to Ordinary Shares (or other
securities of the Company) acquired in open-market transactions after the completion of the Offer.
OVERVIEW OF OPTASIA
Optasia is an AI-enabled fintech platform that provides Micro Financing Solutions ("MFS") and Airtime
Credit Solutions ("ACS"). Its AI powered financial services platform and credit decisioning algorithms
process and analyse multiple customer data points, generating credit scoring and a credit decision. As
part of providing these services, Optasia enables instant access to financial solutions for millions of
underbanked individuals across 38 countries.
In providing these services, the Company works in partnership with its distribution partners such as
Mobile Network Operators ("MNOs"), mobile wallet operators and its funding partners, being financial
institutions (principally banks, but also some non-bank financial institutions) to enable financial access
to its distribution partners' end customers. With its fully integrated business-to-business-to-customers
(B2B2X) model and AI platform, it covers all financing aspects of micro financing and airtime credit
services, including scoring, financial decisioning, disbursements and collections, ultimately enabling
distribution partners and financial institutions to extend meaningful financial access to retail and SME
customers, who are otherwise excluded from traditional banking systems
The Company's platform continuously analyses various unstructured data sets of its distribution
partners by extracting proprietary features to further enhance its decisioning outputs and gain a deeper
understanding of each individual customer and the overall market in which the platform operates.
The AI engine is the core of the platform and utilises information from multiple sources to generate over
100,000 unique features per customer. As a result, Optasia's credit decisioning capabilities continually
improve, enabling network members to benefit from powerful flywheel effects. As its network of
distribution partners and financial institutions grows, the Company services additional customers and
products, subsequently improving and refining the underlying models, leading to greater reach and
efficiency across the ecosystem.
Since its inception in December 2012, Optasia has developed a network of distribution partners
(including MNOs) and financial institutions, enabling access to over 860 million mobile subscribers. As
of 30 June 2025, Optasia operated through a network of 49 distribution partners and 13 financial
institutions. With approximately 121 million monthly active users, the Company processes over 32
million loan transactions per day, resulting in an average distributed value of more than $13 million per
day and a total distributed value of approximately $23 billion since 2016. Since January 2016, Optasia
has delivered approximately 64 billion credit decisions.
Optasia achieves this while adhering to its own and external (GDPR, ISO-27001) cyber security and
data protection policies via sophisticated infrastructure security, access control, data protection and
privacy policies. This ability to collect, integrate and leverage customer related data from multiple
sources, while complying with data protection laws applicable in the jurisdictions in which the Group
currently operates in or will operate in the future, ensures that Optasia continues to be adaptive,
supporting dynamic and data driven lending across diverse markets
As more customer data is captured and analysed by Optasia's AI platform, distribution partners and
financial institutions are provided with the opportunity to refine and increase their product offerings,
often resulting in greater customer uptake. Being at the centre of this network, and connecting all
network participants, enables the Company to continuously analyse more data, assessing customer
credit risk on a continuous basis, enhancing credit decision and financial performance.
For the year ended 31 December 2024, the Company generated revenue of $151.2 million and had
adjusted EBITDA of $75.1 million, with revenue and adjusted EBITDA growing at a compound annual
growth of 10.4% and 13.1% respectively between the years 2022 and 2024. For the six months ended
30 June 2025, the Company generated revenue of $117.2 million and had adjusted EBITDA of $53.8
million, an increase of 90.3% and 91.3% respectively compared to the six months ended 30 June 2024.
Since the commencement of its operations, Optasia has consistently maintained positive cash flow and
has not raised any primary capital.
RATIONALE FOR LISTING
As described in "Part II – Overview of the Offer" of the Pre-listing Statement, the main purposes of the
Offer and Admission, as applicable, are to:
- provide the Company with access to capital to support growth, both organically and through future
acquisitions;
- introduce new shareholders to enhance the liquidity and tradeability of the Shares in a regulated
market with a market-determined share price, while also providing a partial exit mechanism for
existing Shareholders who wish to sell;
- enhance the Company's public profile and increase overall market awareness; and
provide employees and other shareholders the opportunity to acquire an equity stake in the Company
following Admission, allowing them to share in its future success.
OPTASIA'S STRENGTHS
Optasia has a unique combination of competitive moats that position it as one of the largest and fastest
growing AI-powered fintech platforms enabling financial access across emerging markets. The
Company has built a differentiated and hard-to-replicate business model. Optasia has observed no
direct competitor offering a similar suite of products and solutions at the same scale and geographic
reach across all of its core markets.
Optasia benefits from the following key competitive strengths that will help the Company drive further
sustainable growth in the future:
(i) Addressing a large and growing total addressable market, leveraging structural tailwinds
to drive financial inclusion for customers in emerging markets.
The combination of strong demographic growth, rising income levels, deepening mobile
penetration and accelerating adoption of mobile wallets across Sub-Saharan Africa and South-
East Asia is expected to create a favourable environment for the continued expansion of digital
financial services. These structural trends are expected to underpin sustained demand for
Optasia's MFS and ACS products. As traditional credit and financial infrastructure remain limited,
Optasia enables mobile money credit provision and is uniquely positioned to reach underserved
users at scale.
(ii) At the centre of a unique ecosystem of long-standing relationships that connects 49
distribution partners (e.g. including MTN, Airtel, Vodacom, Indosat Ooredoo Hutchison,
Jazz) and 13 financial institutions.
These long-term relationships have been built over the last 13 years, creating very high barriers
to entry. Distribution partners such as MNOs prefer single, long-term partners to simplify
operations, creating a challenge for new providers to displace trusted incumbents such as
Optasia. In addition, deep technical integration with MNO systems (network, billing, distribution,
customer value management) enables rapid innovation and feature rollout to further enhance
product effectiveness for the Group's partners, as well as the underlying customers.
(iii) Offering a comprehensive set of financial solutions to individuals and SMEs, with MFS
driving sustainable growth and profitability.
Since 2019, the Group has evolved from its original ACS-only product offering to a more
diversified real time credit profiling portfolio, introducing MFS products. This strategic shift in
product mix has transformed the business, with MFS revenue contribution rising from just 1% in
FY2019 to 62% during HY2025 –further enhancing the Group's growth and profitability profile.
(iv) A scaled and well diversified geographical footprint across 38 emerging markets. The
Group has a global presence across 3 continents, driving financial access across 21
countries in Africa, 8 countries in Asia, 6 countries in the Middle East and 3 countries in
Europe.
With an attractive regional breadth, the geographical diversification achieved is a key strategic
pillar and provides a natural mitigation to any potential foreign exchange moves. No single
country (or currency) contributes more than 19% of the Group's revenues during HY2025.
(v) AI data-led lending and risk management credit decisioning and distributed value engine.
The AI-led models improve with every customer interaction enabling continuous product
optimization with 24/7 service performance monitoring. The Group has invested more than $37
million from inception up to June 2025 in the development of its technology platforms and will
continue to invest as it believes this will provide a sustainable competitive advantage in the future.
(vi) A highly attractive financial profile combining scale, high growth and sustainable
profitability.
The Group has demonstrated a strong financial track record since the founding of its resilient
capital-light business model in 2012, achieving large scale with approximately 121 million
monthly active users, approximately $23 billion in total distributed value since 2016 and
generating revenues of $151.2 million during FY2024.
The Group has delivered uninterrupted revenue growth at a compound annual growth of 10.4%
between FY2022 and FY2024. The ramp-up of MFS has driven high revenue growth over the
past 12-18 months, which now accounts for 62% of revenue (HY2025) up from 13.9% in FY 2022,
while ACS accounts for 37% (HY2025).
(vii) A financial impact and inclusion champion.
The Group has enabled financial access for approximately 639 million people since launch by
addressing their daily financial needs via MFS and ACS products through its distribution partners,
while embedding ethical practices and long-term responsibility.
(viii) Optasia's global inclusive workforce.
Optasia's 356 employees represent over 25 nationalities and mirrors the diversity of the markets
the Group serves through its 15 offices worldwide. This team combines strong operational
expertise with significant technical depth, including 167 full-time engineers and data scientists
dedicated to driving continuous platform innovation. This international, highly skilled talent base
has been central to Optasia's consistent growth and ability to execute over the past 13 years.
GROWTH STRATEGIES AND PROSPECTS
Optasia has a number of initiatives in place aimed at capturing the commercial momentum the Group
has been able to establish across its different markets since inception. Optasia intends to execute its
strategy of continued expansion through the following three main verticals:
(i) Powerful Core: Scaling organically across existing operations by increasing average ticket
lending size and deepening existing customer penetration, new market entries and new
partnership growth within its existing geographic footprint.
(ii) Future Forge: Forging the next generation of value through the innovation of new business
segments, products and ecosystems.
(iii) Borderless Ambition: Breaking boundaries to grow globally into new high-opportunity
geographies that have populations with unmet financial needs.
Optasia is ensuring its capabilities are continuously being developed to promote human and
organisational strengths to execute on its strategy and power the Group's long-term success. The
Group will pursue this through the following measures:
(i) Talent and People: Building organisational strength for scale and execution through hiring of
new talent to expand Optasia's existing 356-employee talent base and deepen leadership
capability.
(ii) Technology: Driving automation at scale through its tech and data platform and credit
scoring/decisioning innovation.
(iii) Enhancing Optasia's Ways of Working: Creating speed, alignment and productivity through
AI-powered transformation of operations and streamlining of communication platforms.
(iv) Execution Enablers: Ensuring seamless end-to-end execution to deliver deployment excellence
for Optasia's partners, system scalability and resilience.
FINANCIAL HIGHLIGHTS
The table below sets out selected historical financial information of the Group as at the dates and for
the periods indicated. The selected historical financial information below: (i) if presented as "audited"
has been extracted without adjustments from the Consolidated Annual Historical Financial Information
of the Group for the Years Ended 31 December 2024, 31 December 2023 and 31 December 2022; and
(ii) if presented as "unaudited" has been extracted without adjustments from the Condensed
Consolidated Interim Historical Financial Information of the Group for the Six Months Ended 30 June
2025 and 30 June 2024.
For the year ended For the six months ended
31 December 31 December 31 December 30 June 30 June
(in thousands of U.S. dollars)
2024 2023 2022 2025 2024
(audited) (audited) (audited) (unaudited) (unaudited)
Revenue 151,191 128,565 124,137 117,189 61,566
Direct service costs (19,444) (9,648) (8,342) (27,513) (6,328)
Provision for expected credit losses on
financial guarantee contracts (33,421) (25,014) (20,643) (27,249) (14,827)
Operating expenses (26,314) (28,063) (26,654) (20,265) (12,246)
Net foreign exchange loss (394) (6,050) (14,235) (17) (670)
Provision for expected credit losses on
other financial assets (7,754) (9,070) (98) (1,214) (6,611)
Depreciation and amortisation expense (8,680) (7,573) (6,559) (4,573) (4,032)
Operating Profit 55,184 43,147 47,606 36,358 16,852
Finance costs (10,816) (7,600) (1,940) (6,022) (5,210)
Finance income 568 212 144 258 315
Share of loss from an associate (213) (344) (300) (5) (136)
Profit before taxes 44,723 35,415 45,510 30,589 11,821
Withholding and other taxes (2,760) (6,769) (10,517) (2,462) (1,392)
Profit before income tax 41,963 28,646 34,993 28,127 10,429
Income tax (5,376) (1,173) (1,214) (4,850) (2,815)
Profit for the year/period 36,227 27,473 33,779 23,277 7,614
DIVIDEND POLICY
The Board is committed to maintaining a consistent and sustainable dividend policy that balances
Shareholder returns with the Group's long-term strategic priorities. To minimise volatility in the dividend
profile of the Company, the Board will place strong emphasis on robust medium-term financial and
strategic planning, ensuring that dividend decisions are underpinned by earnings quality, capital
requirements and the Group's overall financial health.
Optasia does not intend to declare any dividends for the six-month period ending 31 December 2025,
aside from the dividends declared and paid to Shareholders at the date of this announcement prior to
Admission, or for the year ending 31 December 2026. As such, prospective investors who intend to
participate in the Offer should anticipate receiving dividends from the Company for the first time in the
year ending 31 December 2027.
From 2027 onwards, Optasia is targeting a dividend pay-out ratio of 20% of headline earnings per
Share, subject to the Group's cash requirements, growth prospects and compliance with applicable
laws. The Company intends to declare and pay dividends annually for the foreseeable future.
OUTLOOK
Certain statements in this section, including in particular the unaudited financial targets described below,
constitute forward-looking statements. These forward-looking statements are aspirational ambitions,
goals, and targets of the Group – not forecasts, estimates or guarantees of future financial performance
– and our actual results could differ materially from those expressed or implied by these forward-looking
statements as a result of many factors, including, but not limited to, those described under "Part IV –
Risk Factors" of the Pre-listing Statement. Investors are strongly urged not to place undue reliance on
any of the statements set forth below. The Group can give no assurance that the targets and outlook
described below will materialise or prove to be correct. Because these statements are based on
assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could
differ materially from those described below. Any forward-looking statements have not been reviewed
nor reported on by the independent auditor.
The table below sets out the Group's outlook for the near- (i.e., over the next 24 months) and medium-
term (i.e., the next three-to-five years).
Near-Term Ambition Medium-Term Ambition
Revenue Growth - >50% in 2025 and >25% in 2026 - Targeting low to mid-twenties growth
- MFS remains the key growth driver - MFS expected to remain the key growth driver
Adj. EBITDA(1) Growth - >40% in 2025 and >25% in 2026 - Targeting low to mid-twenties growth
Net Income Growth(2) - >40% growth - Targeting around mid-twenties growth
Capital expenditure - ~6% as % of revenues in 2025 and 2026 - Targeting decrease to ~5% as % of
revenues
Capital Structure and - Post IPO(3), targeting ~20% dividend payout - Targeting dividend payout increase up to
Dividend Policy ratio (based on net income) ~30%
- Leverage(4) target of <1.0x - Leverage(4) target of around <1.0x
Notes:
(1) Defined as profit for the year/period before interest on loan, lease and other facilities, interest income, income tax,
withholding and other taxes and depreciation and amortisation expense, capital transaction costs and provision for
expected credit loss (specific provision), MFS transaction facilitation costs – financial institutions, share-based payment
expense, cash-settled management awards, bank guarantee charges and bank charges.
(2) Net income guidance is before considering any impact from "IFRS 2 Senior Management Non-Cash Adjustments", as well
as "One-off IPO related costs".
(3) First dividend declaration post IPO will be in 2027 based on 2026 headline earnings per Share. See "Part X – Dividends
and Dividend Policy" of the Pre-listing Statement for further details.
(4) Net debt to EBITDA (post net foreign exchange loss).
DIRECTORS
Details of the Directors as at the Last Practicable Date are set out below:
Date of
Name, age and nationality Position Capacity appointment
Salvador Anglada, 59, Spain Chief Executive Officer Executive Director 7 October 2025
Mariusz Dabrowski, 51, Poland Chief Financial Officer Executive Director 7 October 2025
Michael Jordaan, 57, Germany Chairperson Independent Non-Executive Director 3 April 2025
Lezanne Human, 56, South Africa Director Independent Non-Executive Director 7 October 2025
Olusegun Adeyemi Ogunsanya, Director Independent Non-Executive Director 7 October 2025
59, Nigeria / Grenada
Ronan James Dunne, 61, Ireland Director Independent Non-Executive Director 7 October 2025
Ahmad Farroukh, 64, Canada Director Independent Non-Executive Director 7 October 2025
Bassim Said Haidar, 54, Ireland Director Non-Executive Director 28 December 2012
Michael Christian Jensen, 47, Director Non-Executive Director 2 November 2018
South Africa
Roger Grobler, 53, South Africa Director Non-Executive Director 30 November 2022
IMPORTANT DATES AND TIMES
The following indicative timetable sets out the expected dates for the implementation of the Offer and
Admission:
Key action 2025
Opening date of the Offer at 09:00 on Monday, 20 October
Publication of the Pre-listing Statement on the Company's website on Monday, 20 October
Release of the abridged pre-listing statement on SENS on Monday, 20 October
Publication of the abridged pre-listing statement in the press on Tuesday, 21 October
Last date and time for indications of interest for purposes of book Tuesday, 28 October
building to be received up until 12:00 on
Closing date of the Offer at 12:00 on Tuesday, 28 October
Successful applicants advised of allocations on Wednesday, 29 October
Publication date of the final Offer Price and final number of Offer Shares Wednesday, 29 October
released on SENS on
Publication date of the final Offer Price and final number of Offer Shares Thursday, 30 October
published in the press on
Settlement Date Monday, 3 November
Admission Date Monday, 3 November
Notes:
(1) The expected dates and times listed above may be subject to change. Any material changes will be announced on SENS.
(2) All references to times are to South African standard time, unless otherwise stated.
COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be obtained from Company's
registered office and the Sponsor's offices set out in "Part I – Corporate Information" of the Pre-listing
Statement during Business Hours from the date of issue of the Pre-listing Statement until the Admission
Date (both days inclusive).
A copy of the Pre-listing Statement and this abridged pre-listing statement will also be available on the
Company's website at www.optasia.com/ipo. Requests for electronic copies of the Pre-listing Statement
and this abridged pre-listing statement by qualified investors will be available on the Company's
website, https://optasia.com/. Requests for electronic copies of this Pre-listing Statement and the
abridged pre-listing statement may be made by emailing the Company Secretary at
margarita.evangelou@optasia.com.
Johannesburg
20 October 2025
Transaction Sponsor
The Standard Bank of South Africa Limited
South African Legal Adviser to Optasia
Webber Wentzel
International Legal Adviser to Optasia
Milbank LLP
Independent auditor
Ernst & Young Middle East (Abu Dhabi Branch)
South African Legal Adviser to the Joint Global Coordinators and Bookrunner
Bowman Gilfillan Inc. t/a Bowmans
International Legal Adviser to the Joint Global Coordinators and Bookrunner
Linklaters LLP
BVI Legal Adviser to Optasia
Walkers (Europe)
Enquiries:
Investor Relations
IR@optasia.com
Media
optasia@brunswickgroup.com
Independent Financial Adviser
Moelis
Will Peters
+44 (0) 20 7634 3730Alexander Hageman
Joint Global Coordinator, Stabilisation Manager and Sponsor
Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
Natasha Sanders
Andrea Rosso
+44 (0) 20 7425 8000
Bookrunner
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0) 11 286 7000
DISCLAIMER
Forward-looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future actions, including the
Offer and Admission. These forward-looking statements are statements that are not historical facts and may be identified by the
use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially
from actual results. All forward-looking statements are solely based on the views and considerations of the Group, and in particular
as at the date hereof. These statements involve risk and uncertainty as they relate to events and depend on circumstance that
may or may not occur in the future. The Group does not undertake to update or revise any of these forward-looking statements
publicly, whether to reflect new information, future events or otherwise. These forward-looking statements have not been reviewed
or reported on by the Group's external auditors.
Each of the Company, the Joint Global Coordinators and the Bookrunner and their respective affiliates as defined under Rule
501(b) of Regulation D of the U.S. Securities Act, expressly disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement whether as a result of new information, future developments or
otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Optasia
to proceed with the Offer or any transaction or arrangement referred to therein.
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness
or completeness. This announcement does not, and is not intended to, constitute or form part of and should not be construed as
any offer for sale or subscription of, or invitation for or solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, or issue, any security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in
connection with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South Africa,
Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories and possessions, any State
of the United States and the District of Columbia) or any member state of the EEA). The Offer referred to in this announcement
will be implemented pursuant to the PLS. This announcement is not the PLS and does not contain all of the information required
for a PLS prepared in accordance with the relevant disclosure requirements under the JSE Listings Requirements.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into any jurisdiction outside of South
Africa (including, without limitation, Australia, Canada, Japan, the United Kingdom, the United States (including its territories and
possessions, any State of the United States and the District of Columbia) or any member state of the EEA) if such distribution is
restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If the distribution
of this announcement and any accompanying documentation in or into any jurisdiction outside of South Africa is restricted or
prohibited by, or would constitute a violation of, the laws or regulations of any such jurisdiction, such document is deemed to have
been sent for information purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements or
restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority. This announcement does not take into
account the investment objectives, financial situation or particular needs of any particular person. Further, the contents of this
announcement do not constitute legal advice or purport to comprehensively deal with the legal, regulatory and tax implications of
the Offer for any potential investor. Recipients are accordingly advised to consult their professional advisers about their personal
legal, regulatory and tax positions regarding the matters contained in this announcement.
None of the Company, the Joint Global Coordinators, the Bookrunner, Moelis & Company UK LLP ("Moelis" or the "Independent
Financial Adviser") and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any
representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions
in this announcement including but not limited to any investment considerations (or whether any information has been omitted
from this announcement) or any other information relating to the Company or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
The Joint Global Coordinators, the Bookrunner and the Independent Financial Adviser are acting exclusively for the Company
and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the
Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. This announcement does not constitute and should not be considered as any form of financial
opinion or recommendation by them. None of them provide legal, tax or accounting advice and recipients are strongly advised to
consult their own independent advisers on any legal, tax or accounting issues relating to this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe
for securities (as defined in the Companies Act) in South Africa, including an offer to the public for the sale of, or subscription for,
or the solicitation of an offer to buy and/or subscribe for, securities or otherwise and will not be distributed to any person in South
Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. Accordingly, this
announcement does not constitute a "registered prospectus" or an "advertisement" relating to an "offer to the public", as
contemplated by the Companies Act. No prospectus has been, or will be, filed with any regulatory authority, including the South
African Companies and Intellectual Property Commission in respect of this information in this announcement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended, and should not be construed as an
express or implied recommendation, guide or proposal that the Offer, or the present or future business or investments of the
Group, is appropriate to the particular investment objectives, financial situations or needs of any prospective investor, and nothing
in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in
South Africa.
The Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Shares may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of securities in the United States, Canada, Australia and
Japan.
The issue or sale of Shares in the Offer are subject to specific legal or regulatory restrictions in certain jurisdictions. The Group
assumes no responsibility in the event there is a violation by any person of such restrictions. In the United Kingdom, this
communication is being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article
2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation") who are also; (i) investment professionals falling within Article 19(5) of the Order; (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may be lawfully communicated (all such
persons in (i), (ii) and (iii) above, together being referred to as "relevant persons"). In the United Kingdom, any invitation, offer or
agreement to subscribe for, purchase or otherwise acquire securities.
Date: 20-10-2025 07:45:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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,
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