CURRO HOLDINGS LIMITED - Declaration Announcement In Respect Of The Curro Rights Offer

Declaration Announcement In Respect Of The Curro Rights Offer

CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)

DECLARATION ANNOUNCEMENT IN RESPECT OF THE CURRO RIGHTS OFFER

INTRODUCTION

Shareholders of Curro (“Shareholders”) are advised that Curro intends to raise up to
R1 500 000 000 from its Shareholders by way of a partially underwritten non-renounceable
rights offer (“Rights Offer”).

RATIONALE FOR THE RIGHTS OFFER

The rationale for the Company undertaking the Rights Offer, is to:

•     raise additional capital for potential opportunities that have presented themselves in the
      current market (in this regard Curro is busy assessing several favourable opportunities);
      and

•     proactively reduce the gearing levels of the Company due to uncertainty created by the
      COVID-19 pandemic, from a prudency perspective.

SALIENT TERMS OF THE RIGHTS OFFER

In terms of the Rights Offer, 185 873 606 new Curro ordinary shares (“Rights Offer Shares”)
will be offered to Shareholders recorded in Curro’s share register at the close of business on
the record date of the Rights Offer at a subscription price of R8.07 per Rights Offer Share and
in the ratio of 45.10532 Rights Offer Shares for every 100 Curro ordinary shares held.

The subscription price represents a discount of approximately 10% to the 30-day volume
weighted average traded price of Curro’s ordinary shares on the JSE as at close of business
on Monday, 8 June 2020.

COMMITMENT TO FOLLOW RIGHTS AND UNDERWRITING

PSG Financial Services Limited (or its nominated wholly-owned subsidiary), which currently
holds 55.4% of the issued share capital of Curro, has agreed to (i) follow its rights in terms of
the Rights Offer and accordingly subscribe for 102 948 406 Rights Offer Shares and (ii)
partially underwrite a maximum of 39 554 692 Rights Offer Shares that are not taken up by
other Shareholders in terms of the Rights Offer. The aforesaid commitment equates to
approximately R1 150 000 000 in the aggregate.

SHAREHOLDER APPROVAL

In terms of section 41(3) of the Companies Act No 71 of 2008, an issue of shares in a
transaction, or a series of integrated transactions, requires approval of the shareholders by
special resolution if the voting power of the class of shares that are issued or issuable as a
result of the transaction or series of integrated transactions will be equal to or exceed 30% of
the voting power of all the shares of that class held by shareholders immediately before the
transaction or series of transactions.

Given that more than 30% of the Company’s issued share capital will be issuable in terms of
the Rights Offer, the approval of Shareholders by way of a special resolution is required in
order to proceed with the Rights Offer.

A circular in this regard will be distributed to Shareholders within the next week (“Authority
Circular”).

RIGHTS OFFER CIRCULAR AND SALIENT DATES AND TIMES

A circular in respect of the Rights Offer (“Rights Offer Circular”) will be distributed to
Shareholders in due course. The salient dates and times applicable to the Rights Offer will
be announced on SENS prior to the distribution of the Rights Offer Circular.

Durbanville
18 June 2020

Sponsor and Transaction Advisor
PSG Capital

Date: 18-06-2020 08:30:00
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