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Distribution of circular regarding offer, proposed delisting, notice of GM and further info relating to unbundling
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")
DISTRIBUTION OF CIRCULAR IN RELATION TO REPURCHASE OFFER, PROPOSED DELISTING OF ASTORIA,
NOTICE OF GENERAL MEETING AND FURTHER INFORMATION RELATING TO THE UNBUNDLING
1. INTRODUCTION
Shareholders of Astoria are referred to the announcement released on SENS on 27 October 2025 ("Terms
Announcement") and, using the terms defined therein, are advised that the Board has now resolved to:
- make a conditional offer by the Company to Shareholders to acquire all of the Astoria Shares held
by them for the Offer Consideration, being a cash consideration of R8.15 per Offer Share (the
"Offer") on the terms and conditions set out in the Terms Announcement; and
- propose the termination of the listing of all of the Astoria Shares from the Alternative Exchange of
the JSE and the SEM (the "Proposed Delisting"),
conditional upon the fulfilment of the Offer Conditions and the Maximum Acceptances Condition.
As described in further detail in paragraph 7 below, if the requisite approvals for the Proposed Delisting are
obtained, the Company intends to proceed with the Unbundling of 7 447 473 Goldrush Holdings Limited
preference shares ("GRSP") to all Astoria Shareholders in the ratio of 12 GRSP for every 100 Astoria Shares
held, immediately prior to the Proposed Delisting. The Unbundling is conditional upon the approval of the
Proposed Delisting.
2. CIRCULAR AND GENERAL MEETING
2.1. A circular to Astoria Shareholders, setting out the full terms and conditions of the Offer and Delisting
and incorporating, inter alia, the Independent Expert Report and the Notice of General Meeting (the
"Circular"), will be distributed to Shareholders and made available on the Company's website
(https://astoria.mu/investor-relations/), today, 17 November 2025.
2.2. The General Meeting to consider, and if deemed appropriate, approve with or without modification,
the resolutions set out in the Notice of General Meeting required to implement the Offer and the
Proposed Delisting, will be held entirely by electronic participation, at 13:00 Mauritian time (11:00
am South African time) on Wednesday, 17 December 2025. The Notice of General Meeting is
attached to and forms part of the Circular.
3. UPDATE ON IRREVOCABLE UNDERTAKINGS
Shareholders are advised that, as at the date of this announcement and publication of the Circular,
irrevocable undertakings:
3.1. to vote in favour of the resolutions to be set out in the notice convening the General Meeting
(including the Delisting Resolution) have been received from Shareholders collectively holding
38 208 684 Shares, representing 61.6% of the total Shares in issue (excluding those Shares held by
Shareholders which are deemed to be acting in concert (as defined in the JSE Listings Requirements)
with the Company); and
3.2. not to accept the Offer have been received from Offeree Shareholders collectively holding
37 267 082 Offer Shares, representing 60.1% of the Offer Shares.
4. INDEPENDENT EXPERT REPORT AND OPINION
4.1. The Board appointed Moore Advisory Jhb Proprietary Limited as the Independent Expert for purposes
of providing it with the Independent Expert Report.
4.2. The Independent Expert has, inter alia, performed a valuation of the Astoria Shares and is of the
opinion that the Offer is fair in so far as Astoria Shareholders are concerned. A copy of the
Independent Expert Report is included in the Circular.
5. SALIENT DATES AND TIMES PERTAINTING TO THE OFFER AND PROPOSED DELISTING
2025
Record date for Shareholders to be recorded in the Astoria register in order Friday, 7 November
to receive the Circular
Circular incorporating the Notice of General Meeting, form of proxy and form Monday, 17 November
of acceptance, surrender and transfer posted to Shareholders on
Notice convening the General Meeting published on SENS on Monday, 17 November
Offer opens at 9:00 am on Tuesday, 18 November
Last day to trade in Shares in order to be recorded in the Astoria register on Tuesday, 2 December
the record date to vote the General Meeting on (see note 4 below)
Record date to vote for Shareholders to be recorded in the Astoria register in Friday, 5 December
order to be eligible to vote at the General Meeting
Forms of proxy for the General Meeting, if lodged with the Transfer Monday, 15 December
Secretaries, to be received by 13:00 Mauritian time (11:00 am South African
time) on (see note 5 below)
General Meeting held at 13:00 Mauritian time (11:00 am South African time) Wednesday, 17 December
on
Results of the General Meeting published on SENS on Thursday, 18 December
Expected date that the Offer becomes unconditional, subject to the Thursday, 18 December
Maximum Acceptances Condition, for acceptances and expected date of
publication of finalisation announcement relating to the Offer on SENS on
Expected last day to trade in Shares in order to participate in the Offer on Monday, 29 December
(refer to note 7 below)
Expected suspension of the listing of the Shares on the JSE with effect from Tuesday, 30 December
the commencement of trade on
2026
Expected date on which the Offer closes at 12:00 pm on Friday, 2 January
Expected Offer record date on which Shareholders must be recorded in the Friday, 2 January
Astoria register in order to participate in the Offer on (refer to note 7 below)
Expected results of the Offer announced on SENS on Monday, 5 January
Expected payment of Offer Consideration to Offer Participants (refer to Monday, 5 January
notes 8 and 9 below), with the last payment on
Expected termination of the listing of the Shares at the commencement of Tuesday, 6 January
trade on the JSE and the SEM 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 in this announcement are local times in South Africa, unless otherwise stated.
3. Shareholders should note that as transactions in Astoria 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 Astoria Shares after the last day to
trade will therefore not be eligible to vote at the General Meeting.
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 Company's Transfer Secretaries, to be received by them not later than 13:00 Mauritian time (11:00 am South African
time) on Monday, 15 December 2025.
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 Monday, 29 December 2025 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 Offer 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 Offer payment date.
6. TAX IMPLICATIONS FOR SHAREHOLDERS IN RELATION TO THE OFFER CONSIDERATION
The proceeds from the acquisition of Offer Shares from Offer Participants pursuant to the implementation
of the Offer will be considered as a partial capital repayment and a partial dividend payment from an
Income Tax perspective, in the following ratios:
• 60.82% capital repayment, being an amount of 495.65990 South African cents; and
• 39.18% dividend payment, being an amount of 319.34010 South African cents, which will be subject to
dividend withholding tax. Assuming dividend withholding tax will be withheld at a rate of 20%, the net
amount due to Shareholders for the dividend portion will be 255.47208 South African cents.
The tax treatment for Shareholders is dependent on the individual circumstances and the jurisdiction
applicable to such Shareholders. It is recommended that, should Shareholders be uncertain about the tax
implications of accepting the Offer and the receipt of the Offer Consideration, they should seek appropriate
professional advice in this regard.
7. FURTHER INFORMATION RELATING TO THE UNBUNDLING
7.1. As set out in the Terms Announcement, subject to the approval of the Delisting Resolution and the
implementation of the Proposed Delisting, the Board has resolved to declare a distribution of GRSP
to all Astoria Shareholders in the ratio of 12 GRSP (ISIN: ZAE000145041; Preference Share code:
GRSP) for every 100 Astoria Shares held, immediately prior to the Proposed Delisting. Astoria
Shareholders who transfer or dispose of their Astoria Shares prior to the last day to trade in Astoria
Shares in order to be eligible to participate in the Unbundling, being Monday, 29 December 2025,
will not participate in the Unbundling and will not receive the GRSPs.
7.2. The Board, having applied the solvency test prescribed in section 6 of the MU Companies Act, has
reasonably concluded that Astoria will satisfy the requirements of such test and has authorised the
Unbundling.
7.3. Certificated Astoria Shareholders
For purposes of the Unbundling, Astoria Shareholders will receive their respective Goldrush Shares
in dematerialised form only. Accordingly, all shareholders that hold Astoria shares which have not
yet been dematerialised, title to which is represented by a share certificate or other 'Document of
Title' (share certificates, certified transfer deeds, balance receipts or any other documents of title
acceptable to Astoria) (the "Certificated Shareholders"), and who wish to receive their Goldrush
Shares, must appoint a CSDP, directly or through a broker, to receive the Goldrush Shares on their
behalf. Should a Certificated Shareholder not so appoint a CSDP, that Certificated Shareholder will
be issued with a statement of allocation representing their Goldrush Shares by JSE Investor Services
Proprietary Limited (the "Transfer Secretaries"). Such Astoria Shareholders can instruct the Transfer
Secretaries to transfer their Goldrush Shares represented by the statement of allocation to their
appointed CSDP. Documents of Title in respect of Astoria Shares need not be surrendered to receive
Goldrush Shares.
7.4. Dematerialised Astoria Shareholders
Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their
Goldrush Shares on the first business day following the record date for the Unbundling.
7.5. Foreign Shareholders
The right to receive the Goldrush Shares in jurisdictions other than South Africa may be restricted by
law and any failure to comply with these restrictions may constitute a violation of the securities laws
of such jurisdictions. Accordingly, Astoria Shareholders are not entitled to receive Goldrush Shares,
directly or indirectly, in those jurisdictions and such Astoria Shareholders ought to advise Astoria
accordingly. Such non-resident Shareholders should inform themselves about and observe any
applicable legal requirements in such jurisdictions. It is the responsibility of nonresident Astoria
Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements
of the relevant jurisdictions in respect of the Unbundling, including the obtaining of any
governmental, exchange control or other consents or the making of any filing which may be required,
compliance with other necessary formalities and payment of any issue, transfer or other taxes or
other requisite payments due in such jurisdictions. Shareholders who have any doubts as to their
position, including, without limitation, their tax status, should consult an appropriate advisor in the
relevant jurisdictions without delay.
7.6. Salient dates and times
The salient dates and times in relation to the Unbundling are as follows:
2025
Finalisation announcement published on SENS on Wednesday, 18 December
Last day to trade for Astoria Shareholders to be entitled to Monday, 29 December
participate in the Unbundling on
Expected suspension of the listing of the Shares on the JSE with Tuesday, 30 December
effect from the commencement of trade on
Publish cost apportionment and cash payment in respect of Wednesday, 31 January
fractions on SENS by 11:00
2026
Record date for the Unbundling and publication of the closing price Friday, 2 January
of Astoria and GRSP on SENS
Goldrush Shares credited to the accounts of Astoria Shareholders at Monday, 5 January
their CSDPs/brokers 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 in this announcement are local times in South Africa, unless otherwise stated.
3. Astoria Shares may not be dematerialised or rematerialised between Tuesday, 30 December 2025 and Friday, 2
January 2025, both days inclusive.
7.7. Share capital and source of distribution
Astoria's share capital as at the date of this announcement is as follows:
Number of Shares USD'000
Total ordinary shares in issue 62 062 275 23 636
Astoria has no treasury shares in issue.
The distribution in relation to the Unbundling will be made from the capital account of Astoria.
Astoria's tax reference number is 27347949.
Astoria has primary listings on the SEM and the Alternative Exchange of the JSE.
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
17 November 2025
Corporate Advisor and Transaction Designated Advisor Independent Expert
Questco Proprietary Limited Moore Advisory Jhb Proprietary Limited
The contents of this announcement does not constitute legal advice or purport to comprehensively deal with the
legal, regulatory and tax implications of the Offer, Proposed Delisting and Unbundling or any other matter
relevant to each Shareholder. Shareholders are accordingly advised to consult their professional advisors about
their personal legal, regulatory and tax positions regarding the Offer, Proposed Delisting and Unbundling or any
other matter.
Date: 17-11-2025 09:00:00
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