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INVICTA HOLDINGS LIMITED - Voluntary update announcement: Strategic focus and prospects

Release Date: 18/07/2018 13:50
Code(s): IVT IVTP     PDF:  
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Voluntary update announcement: Strategic focus and prospects

Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN ZAE000029773
Preference Share code: IVTP Preference Share ISIN ZAE000173399
(“Invicta” or “the Company”)

Voluntary update announcement: Strategic focus and prospects

Invicta, an investment holding and management company operating through the Engineering
Solutions Group (BMG and associated companies) and the Capital Equipment Group, takes the
opportunity to update the market (on a voluntary basis) following a statement contained in the SENS
announcement pertaining to the Preliminary Audited Summarised Consolidated Results for the year
ended 31 March 2018 and made during the Company’s final results road show. The statement is
contained on page 4 of the results booklet under “Strategic focus and prospects”, third paragraph:
“The process of internationalising the Group in order for it to be able to list offshore, is on track for
conclusion by the end of the new financial year. To remind stakeholders, the rationale for this is to
enable Invicta to eventually list on an international stock exchange in addition to its current listing on
the JSE. The listing on an international stock exchange will provide improved access to international
funding for debt and/or equity, as the Group looks to expand its international footprint in a measured
and focused approach, indicated that the Group is in the process of internationalising in order for it to
be able to list offshore in the future.”

The board is currently evaluating the proposed internationalisation of the group which, if
implemented, may include, inter alia, the following salient features:

    .   the incorporation of a public limited company or "plc" in England and Wales (“Invicta Global”),
        being the proposed new holding company for the group;
    .   the entering into a scheme of arrangement for the ordinary shareholders and another scheme
        of arrangement for the preference shareholders, in terms of which Invicta Global will offer to
        acquire the entire issued share capital of Invicta in exchange for the issue by Invicta Global of
        ordinary and preference shares so as to ensure that all shareholders are in the same
        shareholding position as before the implementation of schemes of arrangement (in other
        words, each Invicta ordinary and preference shareholder will receive one Invicta Global
        ordinary and preference share respectively for each Invicta ordinary and preference share
        held); and
    .   the delisting of Invicta and the listing of Invicta Global (as an external company) on the JSE as
        its primary listing

    (collectively, “the Proposed Transaction”).

In order to properly evaluate the Proposed Transaction, the Company has started engaging with the
relevant regulators. The Proposed Transaction has, to date, received conditional approval from the
South African Reserve Bank.

The statement further alludes to an offshore listing in the future and the board wishes to confirm that
the offshore listing is not initially part of the Proposed Transaction and Invicta Global will, for the
foreseeable future, remain listed on the JSE only. With the structure in place after the Proposed
Transaction, Invicta Global will be able to list on an international exchange in the future should it be
commercially appropriate or opportune at that time.

The creation of an international holding company listed on the JSE will place the group in a better
position to raise offshore funding to hedge its exposure to any offshore acquisitions it has or may
make. The board believes that this is a prudent step to ensure sustainability and growth of the group
as it embarks on the next phase of growth, while it will still continue to look for and make appropriate
acquisitions in South Africa and in the existing markets in which it operates.

Shareholders will be updated further in due course on developments following further evaluation of
the Proposed Transaction by the board and engagements with regulators, as well as any material
changes to the Proposed Transaction if applicable.

For clarity, this announcement is a voluntary announcement and is not a cautionary announcement
for the purposes of the JSE Listings Requirements, nor is it a firm intention announcement for the
purpose of the Takeover Regulations under the Companies Act of 2008. It is made for information
purposes only. Further announcements will be made as and when legally required and/or when the
necessary degree of certainty is established regarding the timing, terms and conditions of the
Proposed Transaction.

Cape Town
18 July 2018

Corporate Advisor: Bravura Capital (Pty) Ltd

Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

Attorneys: Edward Nathan Sonnenbergs Inc.


Date: 18/07/2018 01:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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