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RECM AND CALIBRE LIMITED - Update on investment in Astoria Investments Limited

Release Date: 22/11/2018 16:29
Code(s): RACP     PDF:  
Wrap Text
Update on investment in Astoria Investments Limited

RECM and Calibre Limited
(Incorporated in the Republic of South Africa)
Registration number 2009/012403/06
Preference Share Code: RACP
ISIN: ZAE000145041
("the Company")


UPDATE ON INVESTMENT IN ASTORIA INVESTMENTS LIMITED

Shareholders are referred to the announcements released by the Company on SENS:

•   on 4 May 2018, 17 May 2018, 15 June 2018 and 29 June 2018, setting out, inter alia, the terms
    and conditions on which RECM and Calibre Limited, acting through its wholly-owned
    subsidiary, Livingstone Investments Proprietary Limited (collectively, “RAC”), intends making a
    voluntary offer to the shareholders of Astoria Investments Limited (“Astoria”) to acquire the
    remaining Astoria shares not already held by the Offeror (“the Voluntary Offer”);

•   on 23 July 2018, confirming that the requisite preference shareholder approval for the issue of
    preference shares, as a top-up consideration to Astoria shareholders in terms of the Voluntary
    Offer, if applicable, was obtained; and

•   on 17 August 2018, informing shareholders that the Board of Astoria has allegedly instituted
    legal proceedings against the Financial Services Commission (“FSC”) and RAC to prevent the
    FSC from approving the documentation relating to and RAC from proceeding with the intended
    Voluntary Offer to Astoria shareholders (the “Litigation”).

Despite RAC not having been served with any official court documents relating to the Litigation,
the Litigation has been the cause of a significant delay in the Voluntary Offer documentation
being approved by the FSC.

The Astoria board announced a proposal to pay a capital distribution and to engage with its major
shareholders in this regard, on SENS on 5 October 2018 (the “Proposed Distribution”), in an effort
to unlock value for shareholders. Since this date, the MSCI World Index, as a broad representation
for global equity markets, has declined by 8.1% in US Dollar terms.

Despite some limited engagement and a request by RAC for the Proposed Distribution to be funded
by Astoria disposing of the majority of its liquid assets, while market conditions permit, so as to
realise maximum value for Astoria shareholders, there appears to have been little or no progress
made by the Astoria board in this regard.

RAC has therefore requested that Mr. Dean Schweizer (“Dean”), a representative of RAC and
Livingstone, be appointed to the board of Astoria with immediate effect. In this regard, shareholders
are referred to a SENS announcement published by Astoria today, informing its shareholders of
RAC’s request for a special meeting of shareholders to vote on the appointment of the RAC
representative to the board of Astoria.

Dean is a Chartered Accountant. He held various managerial roles in the Cape Town office of
Ernst & Young since 2009, with a specific focus on the Financial Services Sector. Dean joined
Regarding Capital Management in 2015, where he oversaw both the operations and finance teams,
while serving on the Executive Committee as Head of Finance. Dean is currently a resident of
Mauritius.


Cape Town
22 November 2018

Sponsor and Corporate Advisor
Questco Corporate Advisory Proprietary Limited
and
Questco Proprietary Limited

Date: 22/11/2018 04:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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