VUNANI LIMITED - Proposed unbundling and seperate listing of Vunani's Private Equity Assets and Cautionary Announcement

Proposed unbundling and seperate listing of Vunani's Private Equity Assets and Cautionary Announcement

VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “Vunani Group” or “the Company”)

PROPOSED UNBUNDLING AND SEPARATE LISTING OF VUNANI’S PRIVATE EQUITY ASSETS AND
CAUTIONARY ANNOUNCEMENT

1    INTRODUCTION

In order to improve transparency in the financial reporting of the financial services assets and private equity
assets of Vunani, the board of directors of Vunani (“Board”) has resolved to separate these assets through an
unbundling and a separate listing of the private equity assets.

The Board also believes that this will over time eliminate the discount between the tangible net asset value
(“TNAV”) of Vunani and the price at which Vunani shares trade on the Johannesburg Stock Exchange
(“JSE”).

Consequently, the Board has resolved to propose the following (subject to the fulfilment of the necessary
suspensive conditions):

•    an unbundling of the private equity assets (“Private Equity Assets” or “Private Equity Business”)
     owned by Vunani (“Unbundling Transaction”); and

•    a subsequent listing of the Private Equity Assets on a South African Stock Exchange, other than the JSE,
     within twelve months of the Unbundling Transaction (“Listing Transaction”),

    (the Unbundling Transaction and the Listing Transaction collectively “the Transaction”).

2    Rationale

2.1 Unlock value

The rationale for the Transaction is to unlock value for shareholders by separating the financial services
assets (“Financial Services Assets” or “Financial Services Business”) of Vunani from the Private Equity
Business.

This will enable these two distinct businesses to operate in a more focused and efficient manner, thereby
allowing each of the businesses to achieve their respective strategic goals and to potentially unlock value for
shareholders.

2.2 Transparency of financial reporting

The underlying drivers of growth and profitability between the Financial Services Business and the Private
Equity Business are very different. This has resulted in two distinct businesses within the same group. This
has made it difficult for investors to interpret the financial results and also for the market to clearly understand
the nature of Vunani’s business.

The Transaction, if implemented, will result in Vunani being a focused financial services company, with a clear
investment case, vision and purpose and which the Board believes will be better understood by the market.
This will clarify and delineate the financial reporting and therefore simplify the process to value Vunani, which
in turn would lead to a reduction in the discount between Vunani’s TNAV and share price.

Following the Unbundling Transaction, as stated above, Vunani will be a focused financial services company
with the following operations:
•         fund management;
•         asset administration;
•         insurance;
•         securities trading; and
•         advisory.

2.3 Two separate listed investments

On implementation of the Transaction shareholders will hold two listed investments, being their existing
shareholding in Vunani, which would continue to hold the Financial Services Assets, and the other into a new
company, pro rata to their existing shareholding in Vunani, which would house the Private Equity Assets.

As two separate entities the existing shareholders would be able to determine the investment merits of each
entity independently of the other. Over time, the Board believes that this will improve their respective
investment cases which will be attractive to existing shareholders and potential investors alike. This would
facilitate future capital raises, should the need arise.

The listing of the Private Equity Assets within 12 months of the Unbundling Transaction is a key part of the
Transaction and will facilitate tradability of this investment for shareholders.

3   Overview of the Private Equity Business

The Private Equity Business is currently comprised of investments into the following:

•         resources and energy;
•         listed investments;
•         fintech investments;
•         financial services incubation;
•         gaming;
•         commodity trading; and
•         property.

The Board believes that as a separately listed company on an alternative South African Stock Exchange, this
business will offer investors clearer reporting and more informed investment discretion.

4   Cautionary

If the Transaction is successfully implemented it may have a material effect on the price of the Company's
shares. Accordingly, shareholders are advised to exercise caution when dealing in Vunani’s shares until a
further announcement is made.



Sandton
6 August 2020


Corporate Adviser
Vunani Corporate Finance

Sponsor
Grindrod Bank Limited

Legal Adviser to Vunani
Webber Wentzel

Date: 06-08-2020 05:20:00
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.