SABVEST CAPITAL LIMITED - Sabcaps proposed investment in ARB through MEH and Masimong

Sabcap’s proposed investment in ARB through MEH and Masimong

SABVEST CAPITAL LIMITED
(Incorporated in South Africa)
(Registration number 2020/030059/06)
Share code: SBP
ISIN: ZAE000283511
("Sabcap")

SABCAP’S PROPOSED INVESTMENT IN ARB THROUGH MEH AND MASIMONG

Sabcap shareholders are referred to the announcement released on the Stock Exchange News Service
(SENS) on 25 January 2022, in which they were advised that Sabcap has made investment commitments
of R223,5m to a subsidiary of Masimong Group Holdings Proprietary Limited (Masimong), in which
subsidiary it has also acquired a 49,9% equity interest.

Shareholders are advised that the subsidiary concerned is Masimong Electrical Holdings Proprietary
Limited (MEH).

Shareholders’ attention is drawn to the SENS announcement today by ARB Holdings Limited (ARB) that it
has received a firm intention offer from MEH, supported by the requisite guarantee to the TRP (issued by
FirstRand Bank Limited), to acquire all the shares in ARB not held by the Alan Burke family and associates
by way of a scheme of arrangement and a subsequent delisting of ARB from the JSE (Offer).

The ARB shares that are subject to the Offer total 87 107 061, representing 37,07% of the ARB shares in
issue (Offer Shares). The Offer price is 800 cents per share, resulting in a total Offer consideration of
R696,9m (before Offer related costs).

If the Offer is successfully implemented, Sabcap will have an indirect, look-through equity interest of
20,36% in ARB, comprising 18,5% through its 49,9% interest in MEH and 1,86% through its 10%
shareholding in Masimong.

ARB was founded by Alan Burke in 1980. It is a holding company for businesses engaged in the trading
and distribution of electrical, lighting and related products to the contracting, mining, industrial,
construction, parastatal, retail and domestic markets in South and Southern Africa.

The audited results of ARB for the year ended 30 June 2021 are available on SENS and on the ARB website.
In summary:

- Gross revenue for the year was R2,923m
- Comprehensive Income attributable to ordinary shareholders was R192m
- Equity attributable to ordinary shareholders was R1,236m
- Per share metrics were HEPS 82,49 cents, EPS 81,45 cents and NAV 526 cents
- The number of shares in issue was 235m

Sandton
27 January 2022

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 27-01-2022 09:20:00
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