|Shareholders are advised that Zarclear has acquired an aggregate of 306 316 054 African Phoenix Investments Limited ("AXL") shares ("AXL shares") from Value Capital Partners Limited, Coronation Asset Managers Proprietary Limited and Allan Gray Proprietary Limited for a purchase price of 80.00 cents per AXL share (and an aggregate purchase price of R245 052 843.20), which sale was executed by way of a block trade on the JSE on Monday, 5 August 2019. Together with 3 683 946 AXL shares acquired by Zarclear on the JSE on Friday, 2 August 2019 (at an average purchase price of 68.85 cents per AXL share) and 1 235 546 AXL shares acquired on the JSE on Monday, 5 August 2019 (at an average purchase price of 69.96 cents per AXL share), Zarclear owns in aggregate 311 235 546 AXL shares (collectively the "acquisitions"). |
AXL is an investment holding company which is listed on the Main Board of the JSE and has interests in API Capital Fund, Standard General Insurance Company Limited, Gilt Edged Management Services Proprietary Limited, Ellerine Holdings Limited and Residual Debt Services Limited. The acquisitions have enabled Zarclear to acquire a c.22% shareholding in AXL at a discount to the underlying net asset value. The resultant shareholding in AXL will enable Zarclear to explore and pursue value unlocking initiatives for the mutual benefit of both AXL and Zarclear and their respective shareholders. To this end, Zarclear will be formally engaging with AXL and its other major shareholders to explore these initiatives and will remain sensitive to the company's current strategy, endeavours and challenges. Zarclear will also seek representation on the AXL board of directors.
AXL's market capitalisation as at 2 August 2019 was R913 million. AXL's reported net asset value and its net profit after tax, as disclosed in its reviewed interim results, prepared in terms of IFRS, for the period ended 31 March 2019 was R1.886 million and R13.8 million, respectively.
The acquisition is classified as a category 2 transaction in terms of the JSE Listings Requirements and is, accordingly, not subject to approval by shareholders.
|Shareholders are advised that Zarclear's integrated annual report, incorporating the audited annual financial statements for the year ended 31 March 2019 (on which the auditors expressed an unmodified audited opinion), has been dispatched to shareholders on 29 July 2019, and contains no changes from the provisional summarised audited consolidated results for the year ended 31 March 2019, which were released on SENS on 13 June 2019.|
The integrated annual report is available on the Company's website, zarclear.com/News/Article/30.
The integrated annual report contains a notice of annual general meeting of Zarclear shareholders, which will be held on the 9th floor, Katherine Towers, 1 Park Lane, Wierda Valley, at 09h30 on Monday, 9 September 2019.
The last day to trade in order to be eligible to participate in and vote at the annual general meeting is Tuesday, 27 August 2019 and the record date for voting purposes is Friday, 30 August 2019.
Shareholders are further notified that the Company's B-BBEE annual compliance report for the year ended 31 March 2019 ("the report"), in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act 53 of 2003 read with the Broad-Based Black Economic Empowerment Amendment Act 46 of 2013, is in the process of being prepared and a further announcement in respect of the publication of the report will be released in due course.
|The board of directors of Zarclear ("the Board") announced the following changes to the board, with effect from 25 June 2019:|
*Mr Zolani Kgosie Matthews has been appointed as an independent non- executive director of the Company;
*Ms Mandy Munro-Smith, an independent non-executive director of Zarclear, has been appointed as an executive director of the Company; and
*Ms Fatima Vawda, an independent non-executive director of Zarclear, has been appointed as chairperson of the audit and risk committee.
|These results, for the year to 31 March 2019, are the second since the Group's shares were listed on the JSE Ltd. and A2X on 29 November 2017. In the year reported, the Company underwent considerable restructuring and corporate action, including a change in name, from Sandown Capital Ltd. to Zarclear Holdings Ltd..|
As was communicated on SENS on 19 September 2018, the board of directors of the company ("the board") asked shareholders to approve the name change, a revised investment strategy and the termination of an investment advisory agreement between the Company and Sandown Capital International Ltd. ("SCIL") and its advisors, Sandown Management Ltd.. On 15 November 2018 shareholders approved these changes. At the same meeting, shareholders endorsed a reconstitution of the board of directors ("the board").
At 537 cents per share ("cps") at 31 March 2019, net asset value (NAV) reflected an increase of 10.3% over the 487 cps as at 31 March 2018. The discount to NAV at which the Company's shares traded narrowed during the year, from 35% to 28% at year-end, there being no change in the Company's share capital during the year. Closing the discount further remains a priority of the board.
A significant portion of operating profits of R51 million (2018: R68 million losses) related to realised fair value adjustments on financial investments (in particular, with respect to unlisted private equity investments and hedge funds).
Headline and basic profits attributable to ordinary shareholders were R27 million (2018: R51 million loss).
On 31 March 2019, cash accounted for some 46% of NAV. At R558 million, the closing balance of cash and cash equivalents represented a considerable increase over that of the previous year (2018: R76 million). This increase derived mostly from a restructuring of the balance sheet and included a reduction in the value of financial investments. The cash balances support the Company's hedge-fund investments and are encumbered in part. The board has every confidence that the Company's revised investment strategy will utilise excess cash resources, to the benefit of shareholders.
|Shareholders are advised that following a formal tender process initiated by the company as a result of non-agreement of the proposed audit fees and in an effort to reduce company operating costs, the audit services of Deloitte - Touche have been terminated by mutual agreement.|
BDO South Africa Inc. with Rudi Huiskamp, as designated audit partner, has been appointed as the external auditors of Zarclear with effect from 6 March 2019.
|Shareholders are referred to the circular issued by the Company on 16 October 2018 relating to, inter alia, the Company's revised investment policy ("revised investment policy"), which revised investment policy was subsequently approved by shareholders at the general meeting held on 15 November 2018.|
Zarclear is on track in building and acquiring market infrastructure and regulation technology businesses and reorganising its balance sheet to support their activities. To this end, it provides the following updates:
*Sandown Capital International Ltd. ("SCIL"), a wholly-owned subsidiary of the Company, has exited its investments in Capital Step Ltd. ("Capital Step") by way of a sale of all its shares at par value and the repayment of its sub-ordinated loans to Capital Step. SCIL has been released from all future funding obligations to Capital Step. SCIL has written off its working capital loans and accrued interest on loans to Capital Step;
*Zarclear has purchased 60% of Envisionit Stock Lending Solutions (RF) Proprietary Ltd. ("ESLS"), an independent black-owned and black-operated lending business, for R15.2 million on a historic multiple of 6.5 times earnings. ESLS will be renamed to "Zarclear Securities Lending"; and
*shareholders are informed that the net asset value per Zarclear share as at 19 February 2019 was approximately 520 cents per share and the Company has cash balances of approximately R280 million.
The information included in this announcement has not been reviewed or reported on by the Company's auditors.
|Sandown was renamed to Zarclear Holdings Ltd. on 12 December 2018.|
|Shareholders are referred to previous SENS announcements, the last of which was released on Friday, 16 November 2018 and are advised that the Company has received confirmation from the Companies and Intellectual Property Commission (the "CIPC") that the special resolution approving the change of name of the Company from "Sandown Capital Ltd." to "Zarclear Holdings Ltd." has been registered with the CIPC (the "change of name").|
Accordingly, the salient dates and times in respect of the change of name are as follows:
* Expected last day to trade on the JSE prior to the change of name being effected: Tuesday, 11 December
* Expected listing and trading in new name of "Zarclear Holdings Ltd." on the JSE under the abbreviated name "Zarclear", JSE share code "ZCL" and ISIN: ZAE000262820 commences on Wednesday, 12 December
* Expected record date in respect of change of name Friday, 14 December
* CSDP and broker accounts of dematerialised shareholders updated on Tuesday, 18 December
* Expected date of issue of new replacement share certificates, provided that the old share certificates have been lodged with the transfer secretaries by 12:00 on Friday, 14 December 2018 (share certificates received after this time will be posted within 5 business days of receipt) Tuesday, 18 December
|Shareholders are referred to previous SENS announcements, the last of which was released on Tuesday, 16 October 2018, advising shareholders that Sandown Capital had posted the following documents: |
* the revised notice of annual general meeting ("AGM") ("revised notice of AGM"); and
* a circular ("circular"), including the notice of general meeting of shareholders, relating to:
- the proposed change of name to "Zarclear Holdings Ltd.";
- the proposed change to the Company's investment policy; and
- a termination agreement entered into between the Company, Sandown Capital International Ltd. and Sandown Management Ltd..
Results of AGM
Shareholders are advised that at the AGM held on Thursday, 15 November 2018, all resolutions tabled thereat were passed by the requisite majority of Sandown Capital shareholders.
Shareholders are advised that the resolution to amend the company's name to "Zarclear Holdings Ltd." will be lodged with the Companies Intellectual Property Commission ("CIPC") for registration. A finalisation announcement will be released on SENS once the resolution relating to the change of name has been registered by CIPC.
|Total revenue for the period shot up to R158.5 million (R18.2 million) whilst profit from operations multiplied to R146.4 million (R16.9 million). Profit for the period multiplied to R119.7 million (R11.0 million). In addition, headline earnings per share of 52.97cps (6.81cps) were recorded.|
|Shareholders are advised that the net asset value ("NAV") per share for the six months ended 30 September 2018 is expected to be 559 cents per share which is higher than the NAV of 107 cents per share for the six months ended 30 September 2017 ("the previous corresponding period"). It should be noted that the NAV for the previous corresponding period was determined prior to the completion of the restructure transaction and the unbundling, which resulted in a substantial increase in the value of the investment portfolio and in the number of shares in issue (as further detailed in the pre-listing statement issued on 14 November 2017).|
The financial results of Sandown for the six months ended 30 September 2018 is expected to be published on or about 7 November 2018.
|Shareholders are referred to previous SENS announcements, the last of which was published on 23 August 2018, advising shareholders of, inter alia, of the Company's intention to reconstitute its board of directors (the "board").|
Shareholders are advised that the board has accepted the resignations of Sean Melnick, Sean Jelley, Lawrie Brozin, Duncan Randall and Cindy Hess, who have resigned from the board with effect from 5 September 2018.
The following directors have been appointed to the board with effect from 5 September 2018:
*Warren Chapman (CEO, executive director).
*Andrew Hannington (CFO, executive director).
*Paul Baloyi (Chairman, independent non-executive director).
*Fatima Vawda (Independent non-executive director).
*Amanda Smith (Mandy Munro-Smith) (independent non-executive director).
The above appointments to the board will be put to shareholders for approval at the Company's annual general meeting ("AGM") to be held on 15 November 2018. Further details regarding the AGM will be published on SENS in due course.
|Shareholders are advised that Sandown Capital's integrated annual report, incorporating the audited annual financial statements for the year ended 31 March 2018 (on which the auditors expressed an unmodified audited opinion), has been dispatched to shareholders today (31 July 2018), and contains no changes from the provisional summarised audited consolidated results for the year ended 31 March 2018, which were released on SENS on 26 June 2018.|
The integrated annual report is available on the Company's website, http://www.sandowncapital.com/Download/IntegratedAnnualReport2018. The integrated annual report contains a notice of annual general meeting for Sandown Capital shareholders, which will be held in the main boardroom, 4th floor, 6A Sandown Valley Crescent, Sandown, Sandton, on Wednesday, 5 September 2018 at 09h30. The last day to trade in order to be eligible to participate in and vote at the annual general meeting is Tuesday, 28 August 2018 and the record date for voting purposes is Friday, 31 August 2018.
Shareholders are further notified that in accordance with the JSE Listings Requirements, the Company's annual compliance report in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act 53 of 2003 read with the Broad-Based Black Economic Empowerment Amendment Act 46 of 2013, has been published and is available on the Company?s website, http://www.sandowncapital.com/Download/BBBEEForm1.
Update on NAV
Shareholders are further advised that the NAV per share as at 30 June 2018 was 539 cents per share. The NAV per share has not been reviewed or reported on by the Company's auditors.
|Shareholders are advised that the board of directors of Sandown Capital ("the Board") has received correspondence from a shareholder holding at least 10% of the voting rights of the issued share capital of the Company, requiring the Board to call a shareholders meeting in terms of clause 5.2.3 of the Company's Memorandum of Incorporation as read with section 61(3) of the Companies Act 71 of 2008, to consider various resolutions for purposes of, inter alia, reconstituting the Board. The Company is taking advice in response to the correspondence received and a further announcement will be made once the appropriate way forward has been determined by the Board.|
|These results for the year ended 31 March 2018 reflect the first set of financial results of the Group following the restructure implemented in October 2017, details of which were set out in our interim results for the six months ended 30 September 2017 announced on SENS on 29 November 2017. The Company's shares were listed on the JSE Limited and A2X on 29 November 2017, and all the shares in issue were unbundled to shareholders of Peregrine Holdings Ltd ("Peregrine or Peregrine Group") on 4 December 2017 ("the Peregrine restructure"). |
NAV per share of 487 cents per share as at 31 March 2018, reflects a decrease of 6.5% relative to the Group?s NAV per share immediately following the restructure (521 cps as at 4 October 2017). With approximately 60% of the Group?s investments held offshore, the Board tracks the Group?s NAV performance in both Rands and GBP. In GBP terms. NAV per share increased over the period, from 28.8 pence per share (as at 4 October 2017), to 29.3 pps as at 31 March 2018, an increase of 1.7%."
Restructure transactions and unbundling
In terms of the Peregrine restructure, all surplus non-operating assets held by Peregrine (i.e. excess cash, investment in hedge-funds, property units and other proprietary investments), with a total net value of R1.026 billion, were transferred to Sandown, a wholly-owned subsidiary of Peregrine at the time, with effect from 2 October 2017.
The Rand strength exhibited in the period under review has reversed post year-end which has had a meaningfully positive effect on the Group's NAV per share in the current financial year. The Board will continue to actively source and evaluate new investment opportunities, whilst addressing, as a priority, the issue of the discount to NAV over the coming months.
|In terms of the JSE Listings Requirements, entities are required to publish a trading statement as soon as they are satisfied that a reasonable degree of certainty exists that the financial results for the period to be reported on next will differ by at least 20% from the most recent financial results for the previous corresponding period.|
As published on SENS on 13 March 2018, the nature of Sandown Capital's business is that of an investment holding company focused on generating long-term growth in net asset value ("NAV") per share and accordingly the Company has elected to adopt NAV per share for trading statement purposes.
The NAV per share for the year ended 31 March 2018 is expected to be 487 cents per share which is lower than the NAV of 8 243 406 cents per share for the year ended 31 March 2017 ("the previous corresponding period"). It should be noted that the NAV for the previous corresponding period was determined before the restructure set out in the pre-listing statement, which restructure resulted in a substantial increase in the number of shares in issue, for no consideration. The financial information on which this trading statement has been based has not been reviewed or reported on by the Company's auditors. The audited financial results of Sandown Capital for the year ended 31 March 2018 will be published before the end of June 2018.
|Given the nature of Sandown?s business as an investment holding company focused on generating long- term growth in net asset value (?NAV?) per share (as further disclosed in the company?s pre-listing statement published on 14 November 2017), Sandown does not consider earnings-based financial metrics to be a suitable measure of the Company?s performance for determining whether or not a trading statement is required.|
Consequently, as it is considered a more relevant performance measure than earnings per share and headline earnings per share, the Company has elected to adopt the NAV per share measure for trading statement purposes.
|The following are Sandown's maiden interim results since listing on 29 November 2017. Total revenue was R18.2 million, profit from operations came to R16.9 million and profit and total comprehensive for the income period was recorded at R11 million. Headline earnings per share came to 6.81 cents per share.|
Mandy Yachad, previously a non-executive director, stepped down on 29 November 2017 following the successful transition of the Company from a wholly-owned subsidiary of Peregrine, culminating in its listing on the JSE on Wednesday, 29 November 2017.
With effect from 29 November 2017, Cindy Hess has been appointed as an independent non-executive director.
With the appointment of an additional independent non-executive, Lawrie Brozin, the Chairman of the board, will step down as a member of the Audit Committee.
|Zarclear is an investment holding company that aims to create long-term value for shareholders through targeting selected investment opportunities which meet its investment strategy.|