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SABVEST LIMITED - Increased investment by Sabvest in DNI-4PL Contracts (Pty) Limited (DNI)

Release Date: 03/06/2019 10:11
Code(s): SBV SVN     PDF:  
Wrap Text
Increased investment by Sabvest in DNI-4PL Contracts (Pty) Limited (“DNI”)

(Incorporated in the Republic of South Africa)
(Registration number 1987/003753/06)
Share code: SBV – ordinary shares / SVN – ‘N’ ordinary shares
ISIN: ZAE000006417 – ordinary shares / ISIN: ZAE000012043 – ‘N’ ordinary shares


1.   Introduction
     Shareholders are advised that:
       •  Sabvest has a 16% indirect interest in DNI through its 34,78% interest in JAA Holdings
          (Pty) Limited (“JAA”) which owns 46% of DNI.
       •  The interest in JAA was acquired in tranches for a combined consideration of R278,2m
          as advised to shareholders on 31 October 2018 and 2 April 2019 (“earlier investments”).
       •  Sabvest has now acquired a direct interest of 4% in DNI for R113,5m payable in
          tranches June-August 2019 and has thereby increased its combined direct and indirect
          interests in DNI to 20% (“increased investment”).
       •  Sabvest’s 20% interest in DNI now constitutes the third largest holding in Sabvest’s
          investment portfolio. (Its two largest holdings are 30% of ITL Holdings Group and 59%
          of SA Bias Industries (Pty) Limited).

2.   Categorisation of the increased investment
     The increased investment is required to be aggregated with the earlier investments and has
     accordingly been determined to be a category 2 transaction requiring an announcement in terms
     of the JSE Limited Listings Requirements and Sabvest’s approved Investment Policy.

3.   Nature of the business of JAA
     JAA is a SPV formed for the sole purpose of owning shares in DNI.

4.   Nature of the business of DNI
     The primary business of DNI is the provision of technology, logistics and distribution services to
     the telecommunications industry through a network of sales agents and special purpose vehicles
     in urban and rural communities. DNI is a leading distributor of pre-paid airtime, mobile subscriber
     starter packs and sim cards. It is also a distributor of cellphones to LSM 1-3 consumers in South
     Africa. Its other operations include Money4Jam, a micro jobbing platform, and International Tower
     Corporation which provides financing for telecommunication tower networks in South Africa.

5.   Rationale for the increased investment
     Sabvest is very satisfied with the performance, growth prospects and high cash generation of DNI
     and accordingly decided to increase its investment when the opportunity arose.

6.   Investment consideration
     6.1  Sabvest’s new direct investment of 4% in DNI is R113,08m by way of a purchase of
          shares from a minority shareholder in DNI.
     6.2  The investment amount will be funded from Sabvest’s cash resources.

7.   Conditions precedent
     There are no conditions precedent.

8.   Financial effects on Sabvest
     8.1  There will be no effect on the NAV per share as the investment amount and the fair value
          of the investment are the same on the date of the investment.
     8.2  There will be no effect on HEPS and EPS as the projected increase in valuation for the
          first accounting period for fair value purposes is expected to be approximately equal to
          the interest foregone on the cash balances from which the investments will be funded.

9.   Financial profile of DNI
     The following information, prepared in terms of International Financial Reporting Standards,
     relates to the audited PAT and NAV of DNI on the assumption that the 20% combined direct and
     indirect interests in DNI had been held by Sabvest for the financial year ended 30 June 2018:
     9.1   PAT R52,9m
     9.2   NAV R87,6m

3 June 2019

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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