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Sale of Interest in ISA Carstens and Withdrawal of Cautionary Announcement
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00015
("Astoria" or "the Company")
SALE OF INTEREST IN ISA CARSTENS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that, on 27 January 2025, the Company and its wholly-owned subsidiary, Astoria
Treasury and Management Proprietary Limited ("ATAM"), (collectively, "the Sellers"), concluded an
agreement with NetEd Education Holdings SA Proprietary Limited ("NetEd" or "the Purchaser"), ("the Sale
Agreement"), in terms of which the Sellers have agreed to sell to the Purchaser Astoria's 49% shareholding
in ISA Carstens Holdings SA Proprietary Limited ("ISA"), ("ISA Shares") for R66,8 million and ATAM's loan
to ISA for its face value of R4,2 million, payable in cash ("the Transaction").
2. Overview of Astoria
Astoria is a Mauritian-domiciled, global investment company that aims to grow its net asset value per share,
measured in US Dollars, at a high real rate over time. Astoria was incorporated on 20 April 2015 in Mauritius
and holds a 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 ISA
ISA is a private tertiary education institution which provides tuition in the health and skincare industry
through its campuses in Stellenbosch and Pretoria. ISA also sells its own skincare range under the ISA
Carstens brand. ISA has a strong brand, owns a unique curriculum and is an alumnus of more than 4 000
students who have attended ISA's campuses over the past 45 years.
4. Overview of NetEd
NetEd is a private South African education group and an investment company. Its shareholder of reference
is EXEO Capital Proprietary Limited ("EXEO Capital"), a licensed alternative investment manager and
principal investor. EXEO Capital is independently owned by its partners. Neither EXEO Capital nor its
shareholders are related parties to Astoria.
5. Rationale for the Transaction
In December 2020, Astoria acquired its 49% interest in ISA for R28,7 million and ATAM acquired a loan to
ISA for R14,9 million. As a strategic shareholder, Astoria has supported the growth of ISA's business and
the value of its investment at the appropriate stage of ISA's life cycle. ISA has reached a natural stage to
continue its growth as part of a larger education-focused group, which can provide scale benefits in
education which Astoria cannot.
As a long term partner to the founding family of ISA, Astoria has provided the support and capital at the
appropriate time to help grow this iconic South African business. During its ownership of ISA, ATAM
received R10,7 million in repayments of shareholder loans.
The Transaction provides both Astoria and ATAM with cash to utilise in their normal course of business,
which aims to increase their net asset value per share.
6. Salient terms of the Transaction
6.1. Conditions precedent
The Transaction is subject to:
• the receipt of relevant regulatory approvals;
• the conclusion and implementation of a share purchase agreement between the Purchaser and
the current 51% fellow shareholder of ISA, being the founding family; and
• the completion of a due diligence by the Purchaser within 45 days of the Sale Agreement being
signed,
(collectively, "the Conditions Precedent").
6.2. Effective date
The effective date of the Transaction is the 10th business day following the date upon which the
Conditions Precedent have been met.
6.3. Purchase consideration
The purchase consideration, payable in respect of the ISA Shares, is subject to a possible downward
adjustment, based on the results, and following the publication of the annual financial statements for
the year ended 31 December 2024, of ISA Carstens Academy Proprietary Limited.
6.4. Representations and warranties
The Sale Agreement contains representations and warranties which are standard for a transaction of
this nature.
7. Financial information
ISA's net asset value as at 31 December 2023 and its net profit after tax for the year ended
31 December 2023 were R88,1 million and R10,1 million, respectively. The financial information of ISA is
extracted from the audited annual financial statements of ISA for the year ended 31 December 2023, being
the latest available audited annual financial statements, which were prepared in accordance with The IFRS
for SMEs® Accounting Standard.
The carrying value of Astoria's investment in ISA as at 30 September 2024, being the latest published
unaudited results of Astoria, was R69,3 million, and the carrying value of the loan by ATAM to ISA as at
30 September 2024 was R4,2 million. The results for the quarter and nine months ended
30 September 2024, were prepared in accordance with the IFRS® Accounting Standards.
The financial information disclosed has not been reviewed or reported on by the Company's external
auditors, Ernst and Young.
8. Categorisation
The Transaction was concluded in the ordinary course of business pursuant to Astoria's investment policy.
When categorised it represents more than 10% of Astoria's market capitalisation and has accordingly been
announced in compliance with section 15.8 of the JSE Listings Requirements.
9. Withdrawal of cautionary announcement
Following the publication of this announcement, all material terms of the Transaction have been
announced. Accordingly, shareholders are advised that the previously issued cautionary announcement has
been withdrawn and shareholders are no longer required to exercise caution when dealing in the
Company's securities.
This announcement is issued pursuant to SEM Listing Rules 11.3 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007. The board of directors of Astoria accepts full responsibility for the
accuracy of the information contained in this announcement.
Mauritius
27 January 2025
Designated Advisor and Corporate Advisor
Questco Corporate Advisory Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 27-01-2025 05:10:00
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