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Distribution of Circular and Notice of General Meeting
SASFIN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002097/06)
Share Code: SFN
ISIN Number: ZAE000006565
("Sasfin Holdings" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders are referred to the announcements released on SENS on 15 July 2024 and 27 August
2024 ("the Announcements") wherein they were advised that Sasfin Holdings, and its wholly owned
subsidiary Sasfin Wealth, had entered into agreements with Unitas and Wipfin, in terms of which these
major shareholders of Sasfin would subscribe for shares in Sasfin Wealth for cash, thereby facilitating
an Offer by Sasfin Wealth to all Sasfin Holdings Shareholders at an Offer price of R30.00 per Share, to
enable the Company to apply for its Delisting from the stock exchange operated by the JSE.
The capitalised terms used but not defined in this announcement shall bear the same meaning given
to such terms in the Announcements.
The Transaction includes a related party transaction and an application for the termination of the
Company's listing and is therefore subject to Shareholder approval as well as the preparation, approval
and publication of a Circular to Shareholders.
Shareholders are advised that the Circular, containing details of the Transaction and containing a notice
of the General Meeting to approve the relevant resolutions pertaining thereto, was distributed today, 1
November 2024, to Shareholders registered as such on the record date, being Friday, 25 October 2024.
The circular is available on the Company's website: https://www.sasfin.com/investor-relations/
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders will be held on Monday, 2 December
2024 at 11:00, entirely via electronic participation, as contemplated in section 63(2)(a) of the Companies
Act, Act 71 of 2008, and provided for in the Company's Memorandum of Incorporation, to consider and,
if deemed fit, to pass, with or without modification, the resolutions to approve the Transaction.
SALIENT DATES AND TIMES
The salient dates and times relating to the General Meeting and the Offer are set out below:
Record date for Shareholders to be recorded in the register in order to Friday, 25 October 2024
receive this Circular
Circular incorporating the Notice convening the General Meeting, form Friday, 1 November 2024
of proxy and form of acceptance, surrender and transfer posted to
Shareholders on
1
Offer opens at 9:00 am on Friday, 1 November 2024
Last day to trade in Shares in order to be recorded in the register on Tuesday, 19 November 2024
the record date to vote the General Meeting on (see note 3 below)
Record date to vote for Shareholders to be recorded in the register in Friday, 22 November 2024
order to be eligible to vote at the General Meeting
Forms of proxy for the General Meeting, if lodged with the transfer Thursday, 28 November 2024
secretaries, to be received by 11:00 am on (see note 4 below)
General Meeting held at 11:00 am on Monday, 2 December 2024
Results of the General Meeting published on SENS on Monday, 2 December 2024
Expected date that the Offer becomes unconditional, subject to the Monday, 2 December 2024
Maximum Acceptances Condition, for acceptances and expected
date of publication of announcement relating to the Offer on SENS on
Expected publication of announcement relating to the Offer published Tuesday, 3 December 2024
in the South African press on
Expected last day to trade in Shares in order to participate in the Tuesday, 17 December 2024
Offer on (refer to note 6 below)
Expected date on which the Offer closes at 12:00 pm on Friday, 20 December 2024
Expected Offer record date on which Shareholders must be recorded Friday, 20 December 2024
in the register in order to participate in the Offer on (refer to note 6
below)
Expected results of the Offer announced on SENS on Friday, 20 December 2024
Expected suspension of the listing of the Shares on the JSE with Monday, 23 December 2024
effect from the commencement of trade on
Expected payment of Offer Consideration to Offer participants (refer Monday, 23 December 2024
to notes 7 and 8 below), with the last payment on
Expected results of the Offer published in the South African press on Tuesday, 24 December 2024
Expected termination of the listing of the Shares at the Monday, 30 December 2024
commencement of trade on the JSE on
Notes:
1 The above dates and times are subject to amendment. Any amendment to the dates and times will
be approved by the JSE and published on SENS.
2 All times referred to are local times in South Africa.
3 Shareholders should note that as transactions in Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three business days after such trade.
Persons who acquire Shares after the last day to trade will therefore not be eligible to vote at the
General Meeting. 2
4. A Shareholder may submit a form of proxy at any time before the commencement of the General
Meeting (or adjourned or postponed General Meeting). For administrative purposes only it is
recommended that the forms of proxy should be lodged with the transfer secretaries, to be received
by them not later than 11:00 am on Thursday, 28 November 2024.
5. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
6. For purposes of being eligible to participate in the Offer, no dematerialisation or rematerialisation
of Shares may take place after the last date to trade in the Shares for participation in the Offer
being Tuesday, 17 December 2024 and Offer participants will not be able to dematerialise or
rematerialise any Shares once they have validly accepted the Offer.
7. Certificated Shareholders who accept the Offer will have the Offer Consideration transferred to
them by EFT into the bank account nominated by them in the form of acceptance, surrender and
transfer, by no later than the payment date.
8. Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or broker
updated with the Offer Consideration by no later than the payment date.
Johannesburg
1 November 2024
Corporate Advisor to Sasfin Holdings
Rothschild and Co
Legal Advisor to Sasfin Holdings
Edward Nathan Sonnenbergs Inc.
Independent Expert
BDO Corporate Finance Proprietary Limited
Transaction Sponsor and Sponsor
Questco Corporate Advisory Proprietary Limited
3
Date: 01-11-2024 09:00:00
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