Wrap Text
Disposal of interest in Apollo Natural Resources Partners II, L.P.
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 1297585 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
("Astoria" or "the Company")
DISPOSAL OF INTEREST IN APOLLO NATURAL RESOURCES PARTNERS II, L.P.
Shareholders are hereby advised that Astoria through its wholly-owned subsidiary, Astoria LP Holdings Ltd
("Astoria LP"), has entered into a conditional sale and purchase agreement on 27 September 2019
("Agreement") with Coronation Group Investments Limited, a company incorporated in the British Virgin
Islands as an investment holding company ("Coronation Group") which Agreement will become effective as of
1 October 2019 ("Effective Date").
Astoria LP is currently a limited partner of Apollo Natural Resources Partners II, L.P. ("Apollo"), a Delaware
limited partnership (the "Partnership"), and of each alternative investment vehicle (each, an "AIV"). The
Partnership is governed by the terms of the second amended and restated agreement of limited partnership of the
Partnership dated as of August 21, 2017, as may be amended from time to time (the "Partnership Agreement").
Astoria LP holds a limited partner interest in the Partnership and the AIV's representing a committed amount of
USD 5,000,000 ("Capital Commitment") (collectively, "the Transferred Interest").
Astoria LP will sell with full title guarantee and free from encumbrances the Transferred Interest to Coronation
Group with effect from the Effective Date, and Coronation Group will assume such Transferred Interest pursuant
to the terms of the Partnership Agreement and the limited partnership agreement of each relevant AIV, with effect
from the Effective Date ("the Transaction").
In terms of the Agreement and subject to the payment of an amount equal to USD 1,964,374 as may be adjusted
as follows ("Disposal Consideration");
- the Disposal Consideration shall be increased by an amount equal to any capital contribution made by the
Astoria LP up to a maximum amount of USD 1,738,464.20 between the date of the Agreement and the
Effective Date;
- the Disposal Consideration shall be reduced by an amount equal to any distributions received by Astoria LP
in relation to the Transferred Interest between the date of the Agreement and the Effective Date; and
- the Disposal Consideration shall be deemed to be reduced by an amount equal to the aggregate amount (if
any) paid by Astoria LP to the Coronation Group under or pursuant to any successful tax indemnity claim.
Apollo is a private equity fund which invests in opportunities in the energy, metals and mining and agriculture
sector. The Transaction is in accordance with Astoria's investment policy approved by shareholders on
20 March 2019 with the objective to return substantially all of Astoria's capital in cash to shareholders through
the realisation of substantially all of its assets. The proceeds of the Transaction will be re-invested in short-term
liquid investments until such time as Astoria's capital may be returned to shareholders.
The Agreement is conditional on:
- a deed of assignment duly executed by Astoria LP, Apollo and Coronation Group; and
- payment of the Disposal Consideration by Coronation Group in cash to Astoria on or before the Effective
Date.
Warranties and indemnities applicable to the Transaction are standard for a corporate action of this nature.
The carrying value of the investment in Apollo as at 30 June 2019 was USD 3,011,327. Astoria accounted for
income of USD 35,775.37 for the six months ended 30 June 2019 from its investment in Apollo. This financial
information is extracted from the summarised unaudited consolidated results for the quarter and six months ended
30 June 2019 which have been prepared in accordance with the measurement recognition requirements of IFRS,
IAS34 – Interim Financial Reporting, the SEM Listing Rules, the Securities Act of Mauritius 2005 and the JSE
Listings Requirements and were published on SENS on 23 July 2019.
Although the Transaction is in accordance with Astoria's investment policy, the Disposal Consideration relative
to the market capitalisation is greater than 10% and accordingly such corporate action is required to be announced
in terms of section 15.8 of the JSE Listings Requirements. No shareholder approval is required.
27 September 2019
This communique has been issued pursuant to SEM Listing Rule 11.3. The Board of Directors of Astoria accepts
full responsibility for the accuracy of the information contained in this communique.
JSE designated advisor
Java Capital
Mauritian company administrator and sponsor
OSIRIS International Group
SEM authorised representative and company secretary
GB Capital
NSX sponsor
Namibia Equity Brokers
Date: 27/09/2019 01:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
Sharenet Sites 
