ZARCLEAR HOLDINGS LIMITED - Acquisition of shares in African Phoenix Investments Limited

Acquisition of shares in African Phoenix Investments Limited

ZARCLEAR HOLDINGS LIMITED
(formerly Sandown Capital Limited)
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
("Zarclear")


ACQUISITION OF SHARES IN AFRICAN PHOENIX INVESTMENTS LIMITED


1.   ACQUISITION

     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").

2.   DESCRIPTION OF AXL AND RATIONALE

     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.

3.   FINANCIAL INFORMATION

     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.

4.   CATEGORISATION

     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.

6 August 2019


Corporate advisor and sponsor
Java Capital

Date: 06/08/2019 04:16:00
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