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ASTORIA INVESTMENTS LIMITED - Disposal of interest in CS Capital Partners V, L.P.

Release Date: 08/10/2019 17:30
Code(s): ARA     PDF:  
Wrap Text
Disposal of interest in CS Capital Partners V, L.P.

ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 1297585 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
(“Astoria” or “the Company”)


DISPOSAL OF INTEREST IN CS CAPITAL PARTNERS V, L.P.


Shareholders are hereby advised that Astoria through its wholly-owned subsidiary, Astoria LP Holdings Ltd
(“Astoria LP”), has entered into a deed of transfer on 7 October 2019 (“Agreement”) with John Van Deventer,
Keith Maddin and James R Clark (collectively “the Buyers”) which Agreement became effective as of
7 October 2019 (“Effective Date”).

Astoria LP is currently a limited partner of CS Capital Partners V, L.P. (“CS Capital”) which was constituted on
20 February 2015 and is governed by a limited partnership agreement dated 12 June 2015 (as amended and
restated) (the “Partnership”). Astoria LP holds a limited partner interest in the Partnership representing a
committed amount of GBP 3,500,000 (“the Transferred Interest”).

Astoria LP subscribed for interests in the Partnership as a limited partner on 20 May 2016, and wishes to transfer
its entire Transferred Interest (comprising its entire capital contribution and loan commitment) and all of its rights
and obligations as a limited partner to the Buyers, for a purchase price of GBP 2,113,532 (“Disposal
Consideration”) with effect from the Effective Date (“the Transaction”).

CS Capital is a private equity fund which acquires existing, growing and profitable businesses in the education
sector that targets energy efficiency and related infrastructure development.

The Transaction is in accordance with Astoria’s investment policy approved by shareholders on 20 March 2019
with the objective to return substantially all of Astoria’s capital in cash to shareholders through the realisation of
substantially all of its assets. The proceeds of the Transaction will be re-invested in short-term liquid investments
until such time as Astoria’s capital may be returned to shareholders.

The Agreement is conditional on payment of the Disposal Consideration by the Buyers in cash to Astoria within
10 business days following the Effective Date.

Warranties and indemnities applicable to the Transaction are standard for a corporate action of this nature.

The carrying value of the investment in CS Capital as at 30 September 2019 was USD 2,596,263. There is no
income that has been received from CS Capital apart from the unrealised loss in the amount of USD 70,337 for
the nine months ended 30 September 2019. This financial information has been extracted from the unaudited
management accounts of Astoria for the nine months ended 30 September 2019. The management accounts were
prepared in terms of the Company’s accounting policies and International Financial Reporting Standards. The
Company is satisfied with the quality of the management accounts of Astoria, which were prepared under the
supervision of the Astoria management. This financial information has not been reviewed or reported on by
Astoria’s auditors.

Although the Transaction is in accordance with Astoria’s investment policy, the Disposal Consideration relative
to the market capitalisation is greater than 10% and accordingly such corporate action is required to be announced
in terms of section 15.8 of the JSE Listings Requirements. No shareholder approval is required.

NET ASSET VALUE (“NAV”) UPDATE

The Company will be releasing a NAV update on 11 October 2019.

8 October 2019

This communique has been issued pursuant to SEM Listing Rule 11.3. The Board of Directors of Astoria accepts
full responsibility for the accuracy of the information contained in this communique.


JSE designated advisor            
Java Capital

Mauritian company administrator and company secretary 
Osiris International Group

SEM authorised representative and sponsor
GB Capital

NSX sponsor
Namibia Equity Brokers


Date: 08/10/2019 05:30:00
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