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Announcement Regarding Related Party Transactions Between Braavos Invesment Advisers And Sygnia Subsidiaries
SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code on the JSE and A2X: SYG
ISIN: ZAE000208815
(“Sygnia” or “the Company”)
ANNOUNCEMENT REGARDING RELATED PARTY TRANSACTIONS BETWEEN BRAAVOS
INVESMENT ADVISERS AND SYGNIA SUBSIDIARIES
Shareholders are advised that the Company will be entering into the relevant agreements in order to
conclude two transactions (“Transactions”). The Transactions are categorised as small related party
transactions in terms of the Listings Requirements of the JSE Limited (“JSE”). The details relating to
the Transactions are set out below.
1. Transaction 1
Braavos Investment Advisers LP (“Braavos”) is a limited partnership registered in England and
Wales. Its two 50% partners are Magda Wierzycka (“MW”), the chief executive officer of Sygnia,
and Andre Crawford-Brunt (“ACB”), a non-executive director of Sygnia. MW and ACB are related
parties to Sygnia, and Braavos is furthermore an associate of both MW and ACB in terms of the
Listings Requirements of the JSE.
Braavos will enter into a services agreement with Sygnia Asset Management UK Limited (SAM
UK”), a wholly-owned subsidiary of Sygnia.
In terms of the services agreement, Braavos will procure the following services from SAM UK:
- Office space;
- Infrastructure support including IT, accounting and marketing services, systems and analytics,
and general office management support;
- Legal and compliance services;
- Regulatory hosting services; and
- Savings wrappers in respect of the Funds, if required.
The services agreement has a fixed term of 5 (five) years and is terminable by either party on 90
(ninety) days written notice. Braavos will pay a fixed annual fee of GBP 663,450 (ZAR 13,886,008)
to SAM UK for the services.
The transaction enables SAM UK to reduce the cost of setting up an office in the United Kingdom
by sharing its infrastructure with the family offices of MW and ACB, while having the flexibility to exit
the agreement should its requirements grow over time.
2. Transaction 2
Sygnia Life Limited “(Sygnia Life”), a wholly owned subsidiary of Sygnia, intends making
investments into Braavos Capital I Limited Partnership (“BC I LP”) and Braavos Capital II Limited
Partnership (“BC II LP”). BC I LP and BC II LP (“the Funds”) are venture capital / private equity
funds registered in Guernsey, each having a maximum duration of 4 (four) and 10 (ten) years
respectively. The investments into the Funds are to be made in the ordinary course of Sygnia Life’s
business as a financial institution to maximise returns for its stakeholders.
Braavos, MW and ACB will be appointed as the investment advisors and directors respectively of
the general partner of the Funds.
When combined with Transaction 1, the expected net effect is that a fee of approximately GBP
530,760 (ZAR 11,108,807) per annum accrues to Braavos.
3. Independent fairness opinion
As indicated above, in terms of paragraph 10.7 of the Listings Requirements of the JSE, the
Transactions are categorised as small related party transactions.
Accordingly, the board of directors of Sygnia (“Board”) is required to provide the JSE with written
confirmation from an independent professional expert confirming that the terms of the Transactions
are fair insofar as shareholders of Sygnia (“Shareholders”) are concerned.
In compliance with paragraph 10.7(b) of the JSE Listings Requirements, BDO Corporate Finance
(Pty) Ltd ("BDO") was appointed by the Board as the independent professional expert and has
furnished an opinion to the Board confirming that the terms of the Transactions are fair insofar as
the Shareholders are concerned.
The opinion of BDO will lie for inspection at Sygnia’s registered office, 7th Floor, The Foundry,
Cardiff Street, Cape Town, 8001, for a period of 28 days from the release of this announcement.
The effective date of both agreements is 1 March 2020. There are no conditions precedent to these
agreements.
Cape Town
12 March 2020
Sponsor:
The Standard Bank of South Africa Limited
Independent Expert
BDO Corporate Finance
Date: 12-03-2020 03:00:00
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