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Joint Terms Announcement
ASTORIA INVESTMENTS LTD RECM AND CALIBRE LIMITED
(Incorporated in the Republic of Mauritius) (Incorporated in the Republic of South Africa)
Registration number 129785 C1/GBL Registration number 2009/012403/06
SEM share code: ATIL.N0000 Preference Share Code: RACP
JSE share code: ARA ISIN: ZAE000145041
ISIN: MU0499N00007 ("RAC")
(“Astoria”)
JOINT TERMS ANNOUNCEMENT IN RESPECT OF THE ACQUISITION BY ASTORIA OF A PORTFOLIO OF
ASSETS FROM RAC INVESTMENT HOLDINGS PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that Astoria has, on 28 August 2020, entered into a written agreement with
RAC Investment Holdings Proprietary Limited (“RACIH”), a wholly-owned subsidiary of RAC, in terms
of which Astoria will acquire:
- a portfolio of assets (“the Investment Portfolio”) from RACIH in exchange for 83 new Astoria
shares; and
- RACIH’s interest in JB Private Equity Investors Partnership (“the Partnership Interest”) in
exchange for 17 new Astoria shares
(collectively “the Acquisition”).
2. OVERVIEW OF ASTORIA
Astoria is an investment company which was incorporated on 20 April 2015 in Mauritius and holds a
category one Global Business License in accordance with the Mauritian Companies Act, 2001 and the
Mauritian Financial Services Act, 2007. Astoria has primary listings on the Stock Exchange of Mauritius
(“SEM”) and the Alternative Exchange of the JSE Limited (“JSE”).
3. OVERVIEW OF RAC
RAC is a South African-incorporated company which has its participating preference shares listed on
the Main Board of the JSE as Hybrid Financial Instruments. RAC’s ordinary shares are unlisted. RAC
functions as an investment entity which has a global investment mandate and the ability to invest in
any asset class, whether listed or unlisted.
4. RATIONALE FOR THE ACQUISITION
The Acquisition will recapitalise Astoria with assets that meet Astoria’s investment policy. Astoria will
continue to operate as an investment entity and will retain its primary listings on the SEM and on the
Alternative Exchange of the JSE after the implementation of the Acquisition.
5. CONDITIONS PRECEDENT
5.1. The acquisition of the Investment Portfolio is subject to the fulfilment of the following
conditions precedent by 30 September 2020, or such later date as agreed between the parties:
• obtaining the requisite board and shareholder approvals, where required, of each of the
entities which are part of the Acquisition;
• Absa Bank Limited, as funder to RACIH, providing its consent to the Acquisition;
• all other regulatory approvals, consents or waivers required to give effect to and
implement the Acquisition are granted unconditionally, including but not limited to, the
approval of the JSE and the SEM of a circular to Astoria shareholders.
5.2. The acquisition of the Partnership Interest is subject to the fulfilment of the following conditions
precedent:
• the fulfilment of all of the conditions precedent set out in paragraph 5.1 above; and
• by 31 December 2020, or such later date as agreed between the parties, the partners of
the JB Private Equity Investors Partnership having agreed to the disposal by RACIH of the
Partnership Interest.
6. EFFECTIVE DATE
The acquisition of the Investment Portfolio and the acquisition of the Partnership Interest will become
effective on the third day following the date on which the last of the relevant conditions precedent is
fulfilled.
7. FINANCIAL INFORMATION IN RESPECT OF THE ACQUISITION PORTFOLIO
The table below sets out the fair values of the assets comprising the Investment Portfolio and the
Partnership Interest, and the proportion of their respective Net Asset Values attributed to Astoria’s
percentage ownership thereof after the implementation of the Acquisition. The fair values have been
extracted from RAC’s Annual Financial Statements for the year ended 31 March 2020 and converted
into USD whilst the Net Asset Value per Investment Portfolio Company and Partnership Interest is
based on financial information per entity as at 31 March 2020.
Assets % to be Fair value (USD)(1) Net Asset Value (USD)
acquired (1)
Investment Portfolio
Outdoor Investment Holdings (Pty) 33% 4,814,868 4,413,470
Ltd
ISA Carstens Holdings SA (Pty) Ltd 49% 1,743,471 572,110
Trans Hex (Pty) Ltd 39.5% 2,213,288 2,121,668
Asset Lending (Pty) Ltd 49.9% 3,641 (1,054,653)
Vehicle Care Group (Pty) Ltd 49.9% - 2,292
Astoria Treasury (Pty) Ltd 100% 5,177,349 5,177,349
Partnership Interest
JB Private Equity Investors 90% 2,860,141 2,860,141
Partnership
Notes:
1. Conversion based on a R16.48: 1 USD exchange rate as at 22 July 2020.
8. Warranties
RACIH has provided warranties to Astoria which are customary for a transaction of this nature.
9. Categorisation
The Acquisition is a category 1 transaction in terms of the JSE Listings Requirements. Given that RAC,
through its wholly-owned subsidiary Livingstone Investments Proprietary Limited, is currently the only
shareholder of Astoria and thus a “material shareholder” of Astoria, the Acquisition is also classified
as a related party transaction in terms of both the JSE Listings Requirements and the SEM Listing Rules.
A circular containing Revised Listing Particulars in terms of the JSE Listings Requirements will be made
available on Astoria’s website in due course, and an announcement will be made on SENS in this
regard.
10. Withdrawal of Cautionary Announcement
Pursuant to the publication of this detailed terms announcement, the cautionary announcement
released by Astoria on SENS on 30 July 2020 is withdrawn.
28 August 2020
Mauritius
Corporate Advisor and Transaction Sponsor to RAC
Questco Proprietary Limited
JSE Transaction Designated Advisor to Astoria
Questco Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 28-08-2020 04:57:00
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