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Sasfin Holdings Limited Firm Intention Announcement
JOINT FIRM INTENTION ANNOUNCEMENT: OFFER BY THE SASFIN SHARE INCENTIVE TRUST TO
CERTAIN MINORITY SHAREHOLDERS OF SASFIN HOLDINGS LIMITED
The Sasfin Share Incentive Trust
(Master Reference number T3616/06)
(the "Sasfin Trust" or "the Offeror")
Sasfin Holdings Limited
(Registration number 1987/002097/06)
("Sasfin Holdings" or "the Company")
JOINT ANNOUNCEMENT REGARDING THE FIRM INTENTION BY THE SASFIN TRUST TO ACQUIRE
SHARES IN SASFIN HOLDINGS HELD BY CERTAIN MINORITY SHAREHOLDERS OF SASFIN
HOLDINGS BY WAY OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
1.1. Holders of Sasfin Holdings ordinary shares ("Shareholders") are hereby advised that the
Company has received a firm intention letter regarding the terms and conditions of an offer
from the Sasfin Trust to acquire issued ordinary shares in Sasfin Holdings ("Shares") held by
certain minority Sasfin Holdings Shareholders ("Eligible Shares") ("Eligible Shareholders")
("Offer"). The salient terms of the Offer are as follows:
1.1.1. a cash consideration of ZAR42.00 (forty-two Rand) for each Eligible Share
("Scheme Consideration"); and
1.1.2. the Offer, subject to the fulfilment or waiver of the Scheme Conditions (as defined
in paragraph 3.5.1 below), will be effected by way of a scheme of arrangement in
terms of section 114(1)(c) read with section 115(2)(a) of the Companies Act, 71
of 2008 ("Companies Act") between the Company and the Eligible
Shareholders, proposed by the board of directors of the Company (the "Sasfin
Holdings Board") to the Eligible Shareholders ("Scheme").
1.2. The Sasfin Holdings Board has in accordance with Regulation 108 of Chapter 5 of the
Companies Regulations, 2011 ("Takeover Regulations") constituted an independent board
(the "Sasfin Holdings Independent Board") comprising Mark Thompson, Tapiwa Njikizana,
Eileen Wilton, Tienie van der Mescht and Anton van Wyk, each of whom is considered to be
independent directors as contemplated in Regulation 108(8) to, inter alia, consider the terms
of the Offer and make a recommendation to the Eligible Shareholders.
1.3. The purpose of this announcement ("Firm Intention Announcement") is to advise the Sasfin
Holdings Shareholders of the Offeror's firm intention to proceed with the Offer and specifically
the key terms and conditions of the Offer.
1.4. The Offer will be regulated by the Takeover Regulation Panel ("TRP").
2. RATIONALE FOR THE SCHEME
2.1. Shareholders are referred to the announcement published on 15 July 2024 and the further
announcement published on 27 August 2024, wherein they were advised that Sasfin Holdings
has embarked on a strategic repositioning of Sasfin Holdings and its subsidiaries aimed at
unlocking value for Shareholders. Shareholders are further referred to results of the general
meeting published on 2 December 2024, in terms of which Shareholders were advised that
the requisite approval for, inter alia, the delisting of Sasfin Holdings had been received and
that the offer by Otto1890 Proprietary Limited (previously Sasfin Wealth Proprietary Limited)
("Otto1890") to all Shareholders had become unconditional subject to the maximum
acceptances condition (namely that offer was to be accepted by Shareholders holding no more
than 10% of the Shares). Given that the offer was subject to the maximum acceptances
condition, a number of minority shareholders remained as shareholders of Sasfin Holdings
following the delisting holding Shares in the unlisted environment.
2.2. Sasfin Holdings would like to give the aforementioned Eligible Shareholders, through the
mechanism of the Scheme, an opportunity to exit their respective shareholdings in the unlisted
Sasfin Holdings entity should the Scheme be voted through by the requisite majority of those
shareholders. In addition, if the Scheme is successful, it will allow Sasfin Holdings to
rationalise its shareholder base in the context of being a non-listed company. In this regard it
is noted that the total number of Eligible Shareholders is 948, holding less than 1.4% of the
Shares in Sasfin Holdings and of that, 709 Shareholders hold less than 100 Shares.
3. TERMS AND CONDITIONS OF THE SCHEME
3.1. The Scheme is proposed by the Sasfin Holdings Board, on the terms and conditions as set
out in this paragraph 3, between Sasfin Holdings and all Shareholders (other than the
Excluded Shareholders), for the Offeror to acquire all of the Eligible Shares held by the Eligible
Shareholders for the Scheme Consideration by way of a scheme of arrangement in terms of
section 114(1)(c) of the Companies Act read with section 115(2)(a) of the Companies Act.
3.2. The Scheme
3.2.1. In terms of the Scheme the Offeror will, if the Scheme Conditions are fulfilled (or
waived, where such conditions are capable of waiver), acquire all of the Eligible
Shares ("Scheme Shares") from Eligible Shareholders for the Scheme
Consideration in terms of section 114(1)(c) of the Companies Act.
3.2.2. The operation of the Scheme is subject to the fulfilment or waiver (as the case
may be) of the Scheme Conditions as described in paragraph 3.5 of this Firm
Intention Announcement.
3.2.3. If the Scheme becomes unconditional and operative, it shall be binding on all the
Eligible Shareholders (irrespective of whether an Eligible Shareholder voted in
favour of the Scheme or not) and each Eligible Shareholder shall be deemed,
with effect from the Scheme Operative Date (as defined below), to:
3.2.3.1. have disposed and transferred all of their Eligible Shares, free and
clear of encumbrances, to the Offeror, without any further act or
instrument being required, in exchange for the Scheme
Consideration;
3.2.3.2. have irrevocably and in rem suam authorised Sasfin Holdings and/or
the Transfer Secretaries, as agent, with full power of substitution, to
cause the Scheme Shares disposed of by the Eligible Shareholder
in terms of the Scheme to be transferred to the Offeror on the Scheme
Operative Date (as defined below), and to do all such things and take
all such steps (including the signing of any transfer form) as may be
necessary or expedient in order to effect the transfer; and
3.2.3.3. have instructed Sasfin Holdings as principal, but with power to
appoint agents, to procure that the Scheme Consideration is paid to
the Eligible Shareholders entitled thereto, which Sasfin Holdings
undertakes to do in accordance with the terms and conditions of
the Scheme including paragraph 3.2.7 below as set out in this Firm
Intention Announcement.
3.2.4. Should the Scheme become unconditional and operative, the Eligible
Shareholders shall, against surrender by them of the documents of title in respect
of their Eligible Shares and duly completed form of surrender in respect of the
Scheme, receive the Scheme Consideration.
3.2.5. The rights of the Eligible Shareholders to receive the Scheme Consideration
in respect of the Eligible Shares held by them will be rights enforceable by Eligible
Shareholders against the Offeror, subject to the terms and conditions of the
Scheme as set out in this Firm Intention Announcement, specifically paragraph
3.2.7 below.
3.2.6. The effect of the Scheme will be, inter alia, that the Offeror will, with effect from
the Scheme Operative Date (as defined below), become the registered and
beneficial owner of all the Eligible Shares (including all rights, interests and
benefits attaching thereto), free of encumbrances (save for those Eligible Shares
held by Shareholders who are dissenting shareholders on the scheme record
date and become Eligible Shareholders thereafter, who will have their Eligible
Shares acquired in terms of the Scheme on a later date).
3.2.7. Sasfin Holdings undertakes as principal that, upon the Scheme becoming
unconditional and operative, it shall and shall also procure that the Offeror shall
give effect to the terms and conditions of the Scheme and will take all actions and
sign all documents necessary to give effect to the Scheme.
3.3. Scheme Consideration
In terms of the Scheme, the Offeror will acquire the Eligible Shares from the Eligible
Shareholders at a price of R42.00 (forty-two Rand) per Scheme Share.
3.4. Settlement of the Scheme Consideration
3.4.1. Subject to what is set out below and to the Scheme becoming unconditional and
operative, the Eligible Shareholders will be entitled to receive the Scheme
Consideration.
3.4.2. The Scheme Consideration will be payable in cash in Rands only.
3.5. Scheme Conditions
3.5.1. The operation of the Scheme is subject to the fulfilment, or waiver (to the extent
permissible), of the following suspensive conditions by no later than 10h00 on
31 December 2026 or such other date and/or time as set out below ("Scheme
Operative Date") ("Scheme Conditions Precedent"):
3.5.1.1. no written notice from any Eligible Shareholder/s, is received by the
Company in terms of section 164(3) of the Companies Act objecting to
the scheme resolution ("Scheme Resolution"), before the Scheme
Resolution is to be voted on at the general meeting of Shareholders
("General Meeting"). If any such objection notices are received by the
Company, and such condition has not been waived by Sasfin, in its
sole discretion, as contemplated in paragraph 3.5.2 below, then it is
noted that the chairperson of the General Meeting, as the case may
be, shall close the relevant meeting without putting such special
resolution/s to the vote;
3.5.1.2. all necessary Eligible Shareholder approvals and/or resolutions as
may be necessary to give effect to the Scheme having been obtained,
including but not limited to the Scheme having been approved by the
requisite majority of the Eligible Shareholders at the General Meeting
as contemplated in sections 114(1) and section 115(2) of the
Companies Act, as will be described in more detail in the Notice of
General Meeting;
3.5.1.3. to the extent that the provisions of section 115(2)(c) of the Companies
Act become applicable:
3.5.1.3.1. the Scheme being approved by the relevant court
unconditionally or, if subject to conditions, the
person on whom such conditions are imposed
approves such conditions and undertakes in writing
to comply therewith; and
3.5.1.3.2. Sasfin Holdings not treating the aforesaid special
Resolutions as a nullity in terms of section 115(5)(b)
of the Companies Act; and
3.5.1.4. the receipt of unconditional approvals, consents or waivers from all
applicable regulatory authorities as may be required in order to
implement the Scheme (excluding for clarity the TRP, which approval
is intended to be obtained by means of the issue of a compliance
certificate contemplated in paragraph 4 below) or, to the extent that
any such approvals, consents or waivers are subject to conditions or
qualifications, Sasfin Holdings confirms in writing that such conditions
or qualifications are acceptable to it.
3.5.2. The Scheme Condition Precedent stipulated in paragraph 3.5.1.1 above may
be waived (in whole or in part) at the sole and absolute discretion of the Sasfin
Holdings Board, which authority has been delegated to the chairperson of the
General Meeting. The remaining Scheme Conditions Precedent stipulated above
are not capable of waiver.
3.5.3. An announcement will be released on Sasfin Holdings' website as soon as
possible after the fulfilment, waiver or non-fulfilment, as the case may be, of the
Scheme Conditions Precedent.
4. COMPLIANCE CERTIFICATE
The Offer shall not be implemented unless the TRP has issued a compliance certificate with respect
to the Offer in terms of section 121(b) of the Companies Act.
5. FUNDING OF THE SCHEME CONSIDERATION
5.1. The Offeror will pay an amount equal to the aggregate of the Scheme Consideration for all the
Scheme Shares to the Eligible Shareholders from its own existing cash resources.
5.2. In accordance with Regulations 111(4) and 111(5) of the Takeover Regulations, Nedbank
Limited on behalf of the Offeror has provided an irrevocable unconditional bank guarantee to
the TRP (in a form approved by the TRP) and for the benefit of the Eligible Shareholders to
pay up to a maximum guaranteed amount equal to the aggregate of the Scheme
Consideration in the event that the Offeror fails to discharge its obligations to make payment
of all monies due under the Offer.
6. SASFIN TRUST'S INTEREST IN SASFIN HOLDINGS
As at the date of this Firm Intention Announcement, the Offeror has the following direct or indirect
beneficial interests in the Shares:
Beneficial Beneficial indirect % of Issued Share
Details
direct interest interest Capital
(No. of Shares) (No. of Shares)
Sasfin Trust 1 453 651 - 4.53%
7. PERSONS ACTING IN CONCERT WITH THE OFFEROR AND SHAREHOLDINGS
7.1. In relation to the Scheme, Unitas Enterprises Limited ("Unitas"), Wipfin Investments
Proprietary Limited ("Wipfin"), CVP UK Investments Limited ("CVP UK"), Otto1890, Ezra
Sassoon and Hulcane Investments Proprietary Limited ("Hulcane") (together, the "Excluded
Shareholders") have concluded a letter agreement with inter alios, the Offeror in terms of
which each of the Excluded Shareholders has agreed inter alia that:
7.1.1. not to participate in the Scheme;
7.1.2. that they will not be entitled to vote at the General Meeting;
7.1.3. that they will be excluded for purposes of determining whether the applicable
quorum requirements for the General Meeting are satisfied (the "Excluded
Shareholder Letter Agreement"),
qualifying it/he as a person acting in concert with the Offeror.
7.2. In addition, Sasfin Holdings is regarded as a person acting in concert with the Offeror for
purposes of the Scheme. Accordingly, in accordance with the Takeover Regulations directors
of Sasfin Holdings who hold Shares and companies controlled by directors, (namely Roland
Sassoon, Erol Zeki and Rolbase Investments Proprietary Limited) will not be entitled to vote
at the General Meeting.
7.3. Save for Sasfin Holdings and each of the Excluded Shareholders which has qualified as a
person acting in concert with the Offeror, by virtue of concluding the Excluded Shareholder
Letter Agreement with the Offeror, no other person is acting in concert with the Offeror.
7.4. Pursuant to the aforegoing and as at the last practicable date, the Excluded Shareholders
have the following direct or indirect beneficial interests in the Shares:
Beneficial direct interest Beneficial indirect
Shareholders % of Issued Shares*
(No. of Shares) interest (No. of Shares)
Unitas 14,145,332 - 44.03%
Wipfin 9,360,504 - 29.14%
CVP UK 3,332,388 - 10.37%
Otto1890 - 8.99%
2,887,170
Ezra Sassoon - 0.43%
138,578
Hulcane - 1.12%
359,652
Total 94.08%
30,223,624
8. SHAREHOLDER SUPPORT
At the date of this Firm Intention Announcement, the following Sasfin Holdings Shareholders have
provided letters of support in which they express their in-principle support for the Scheme:
Number of Ordinary
% of issued Shares
Shareholder Shares beneficially held
Erol Shear 53,085 0.17%
9. APPOINTMENT OF INDEPENDENT EXPERT
The Company has appointed BDO Corporate Finance Proprietary Limited (the "Independent Expert")
to act as independent expert in accordance with the requirements of the Takeover Regulations to
advise the Sasfin Holdings Independent Board and report on the Offer by way of a fair and reasonable
opinion. The Independent Expert's report will be included in the scheme circular to be issued to the
Shareholders ("Scheme Circular"). The Independent Expert's report has been provided to the Sasfin
Holdings Independent Board and the report confirms that the Scheme Consideration is fair and
reasonable.
10. VIEWS AND RECOMMENDATION OF THE INDEPENDENT BOARD ON THE SCHEME
10.1. As at the date of this Firm Intention Announcement, the Sasfin Holdings Independent Board
has not received any firm intention offers, other than the Offer set out above.
10.2. The Sasfin Holdings Independent Board has considered the terms of the Offer and the
Independent Expert's Report. The Sasfin Holdings Independent Board's opinion on the terms
of the Offer, having regard to the Independent Expert's Report will be included in the Scheme
Circular to be provided to Sasfin Holdings Shareholders.
11. RESPONSIBILITY STATEMENTS
11.1. The members of the Sasfin Holdings Independent Board collectively and individually accept
responsibility for the information contained in this Firm Intention Announcement insofar as it relates to
the Company, and certify that, to the best of their knowledge and belief, such information contained
herein is true and nothing has been omitted which is likely to affect the import of such information.
11.2. The trustees for the time being of the Sasfin Trust collectively and individually, accept responsibility
for the information contained in this Firm Intention Announcement insofar as it relates to the Sasfin
Trust, and certify that, to the best of their knowledge and belief, such information contained herein is
true and nothing has been omitted which is likely to affect the import of such information.
12. DOCUMENTATION
12.1. The Scheme Circular, which is to be issued jointly by Sasfin Holdings and the Sasfin Trust
detailing the Offer and containing full terms and conditions of the Scheme and including the
notice to convene the General Meeting to consider, and if appropriate, approve the Scheme
Resolution, is expected to be distributed on 10 June 2026.
12.2. The Scheme Circular will further include the Independent Expert report, the opinion and
recommendation of the Sasfin Holdings Independent Board.
13. The Scheme Circular will include the salient dates and times pertaining to the Scheme.
Johannesburg
09 June 2026
Legal Advisor to the Company
Edward Nathan Sonnenbergs Inc.
Independent Expert
BDO Corporate Finance Proprietary Limited
Date: 09-06-2026 03:20:00
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