Wrap Text
Announcement Regarding A Strategic Investment In Optasia By Firstrand
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
("Optasia" or the "Company", together with its subsidiaries and affiliate entities the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
ANNOUNCEMENT REGARDING A STRATEGIC INVESTMENT IN OPTASIA BY FIRSTRAND
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in
the pre-listing statement made available on Monday, 20 October 2025 on the Company's website at
www.optasia.com/ipo (the "Pre-listing Statement").
• FirstRand Limited (JSE: FSR) (through FirstRand Investment Holdings Pty Ltd) ("FirstRand"), one
of South Africa's largest financial services providers with operations in 10 African markets, India and
the United Kingdom, commits to a strategic investment alongside Optasia's upcoming offering and
listing on the JSE ("IPO"), supporting Optasia's mission to unlock financial inclusion for millions of
customers across emerging markets
• Optasia welcomes the investment by FirstRand as it continues its strong performance and growth
as a publicly listed company on the JSE
• In light of this latest development and in order for investors to consider this new information,
bookbuilding for the IPO will be extended until 12:00pm South African standard time on Thursday,
30 October 2025. Optasia and the Selling Shareholders reserve the right to accelerate the IPO
offering
Optasia today announces that FirstRand, through one of its group companies, has entered into a
definitive agreement with certain Optasia shareholders to acquire, on a fully diluted basis, 20.1% of the
Ordinary Shares in the Company, for ZAR19.00 per Ordinary Share, as part of an off-market bilateral
transaction concurrent with the IPO (the "Transaction").
The Transaction involves the sale of Ordinary Shares by certain existing private equity shareholders as
well as the founder, who will retain his long-term commitment to the business as a Non-Executive
Director and continue as a minority shareholder, subject to the lock-up and orderly market arrangements
outlined in the Pre-listing Statement. The selling shareholders in the Transaction include: King
Supreme, Waha VAS, Zoey Enterprises, BH Holdings, ADP III, Chronos and Muller Capital ("Selling
Shareholders").
The definitive agreement does not include any governance or commercial rights in favour of FirstRand
in respect of Optasia, and the Optasia shares acquired by FirstRand under the Transaction have the
same rights as those being offered to investors in the IPO.
FirstRand's investment is subject to a twelve-month lock-up from Admission. The lock-up arrangements
applicable to FirstRand shall not apply to transactions relating to any Ordinary Shares (or other
securities of the Company) acquired in open-market transactions after the completion of the Offer, as
defined below.
This investment provides Optasia with the long-term commitment of a respected financial institution,
bringing valuable institutional and partnership support for the Company's next phase of growth. At the
same time, it offers FirstRand exposure to the strong competitive advantages that have established
Optasia as one of the largest and fastest-growing AI-driven fintech platforms expanding financial
inclusion across emerging markets.
Salvador Anglada, Optasia's Chief Executive Officer commented: "This significant investment by
FirstRand, one of South Africa's leading financial institutions, reflects strong confidence in Optasia's
model and in the impact we are creating. For over a decade, we have been driving financial inclusion
across emerging markets, using AI and data to unlock access to credit and essential financial services
for millions of people. As we move towards our listing on the JSE, this strategic investment marks
another milestone in our journey - strengthening our foundation for long-term value creation and
inspiring us to keep innovating for even greater impact. We are excited to welcome FirstRand as an
investor in this next chapter for Optasia."
On Wednesday, 8 October 2025, Optasia announced its intention to implement the Admission and Offer
including a primary issuance of approximately ZAR1.3 billion ($75 million equivalent) to support growth,
both organically and through future potential acquisitions and a secondary share sale from the Selling
Shareholders of at least ZAR5.0 billion (approximately $300 million) by way of a private placement to
selected qualified investors.
On Monday, 20 October 2025, Optasia published its Pre-listing Statement and announced a price range
of ZAR15.50 to ZAR19.00 per Offer Share. Books opened the same day, and a coverage message on
the Offer for the IPO went out to the market within 24 hours.
Following the execution of the definitive agreement, the Selling Shareholders confirm that their overall
sale will be increased through the FirstRand investment, as outlined in this press release, which is
structured to occur concurrently with the IPO. As a result, the size of the IPO, comprising the institutional
placement, will remain unchanged from the amount outlined in the Pre-listing Statement, published on
Monday, 20 October 2025.
The bookbuilding period for the IPO will be extended until 12:00pm South African standard time on
Thursday, 30 October 2025. This extension provides investors with additional time to consider the new
information as part of their investment decisions. Optasia and the Selling Shareholders reserve the right
to accelerate the IPO offering.
UPDATE TO IMPORTANT DATES AND TIMES
The following indicative timetable sets out the revised expected dates and times for the implementation
of the IPO Offer and Admission. Optasia and the Selling Shareholders reserve the right to accelerate
the IPO offering.
Key action 2025
Last date and time for indications of interest for purposes of
Thursday, 30 October
bookbuilding to be received up until 12:00pm on
Closing date of the Offer at 12:00pm on Thursday, 30 October
Successful applicants advised of allocations on Friday, 31 October
Publication date of the final Offer Price and final number of Offer
Friday, 31 October
Shares released on SENS on
Publication date of the final Offer Price and final number of Offer
Monday, 3 November
Shares published in the press on
Settlement Date Wednesday, 5 November
Admission Date Wednesday, 5 November
Notes:
• The expected dates and times listed above may be subject to change. Any material changes will be announced on
SENS.
• All references to times are to South African standard time, unless otherwise stated.
• As part of the results of the Offer and final Offer Price announcement, the Company will provide an updated list of major
shareholders following the implementation of the Offer and the Transaction set out in this announcement.
Moelis & Company UK LLP is acting as the Independent Financial Advisor to the Company and Selling
Shareholders. The Standard Bank of South Africa Limited (acting through its Corporate and Investment
Banking division) and Investec Bank Limited (acting through its Investment Banking Division: Corporate
Finance) are acting as the Financial Advisors and Investment Banks to the Company. Webber Wentzel
and Milbank LLP have been appointed as legal advisers to Optasia.
Qualified investors wishing to participate in the IPO should contact the Joint Global Coordinators and
Bookrunner listed below prior to 12:00 (SAST) on Thursday, 30 October 2025:
Joint Global Coordinators
• Morgan Stanley & Co. International plc: +44 (0) 20 7677 6810
• The Standard Bank of South Africa Limited, acting through its Corporate and Investment
Banking division: +27 (0)11 344 5725
Bookrunner
• Investec Bank Limited: +27 (0) 11 286 7000
Johannesburg
Monday, 27 October 2025
Enquiries:
Investor Relations
IR@optasia.com
Media
optasia@brunswickgroup.com
Independent Financial Adviser to the Company and Selling Shareholders
Moelis
Will Peters
Alexander Hageman
+44 (0) 20 7634 3730
Joint Global Coordinator, Stabilisation Manager and IPO Transaction Sponsor
Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
Natasha Sanders
Andrea Rosso
+44 (0) 20 7425 8000
Bookrunner
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0) 11 286 7000
South African Legal Adviser to Optasia
Webber Wentzel
International Legal Adviser to Optasia
Milbank LLP
DISCLAIMER
Forward-looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future actions,
including the Offer and Admission. These forward-looking statements are statements that are not historical facts
and may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from actual results. All forward-looking
statements are solely based on the views and considerations of the Group, and in particular as at the date hereof.
These statements involve risk and uncertainty as they relate to events and depend on circumstance that may or
may not occur in the future. The Group does not undertake to update or revise any of these forward-looking
statements publicly, whether to reflect new information, future events or otherwise. These forward-looking
statements have not been reviewed or reported on by the Group's external auditors.
Each of the Company, the Joint Global Coordinators and the Bookrunner and their respective affiliates as defined
under Rule 501(b) of Regulation D of the U.S. Securities Act, expressly disclaims any obligation or undertaking to
update, review or revise any forward looking statement contained in this announcement whether as a result of new
information, future developments or otherwise, and the distribution of this announcement shall not be deemed to
be any form of commitment on the part of Optasia to proceed with the Offer or any transaction or arrangement
referred to therein.
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. This announcement does not, and is not intended to,
constitute or form part of and should not be construed as any offer for sale or subscription of, or invitation for or
solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, or issue, any
security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in connection with, any
agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South Africa, Australia,
Canada, Japan, the United Kingdom, the United States of America (including its territories and possessions, any
State of the United States and the District of Columbia) or any member state of the EEA). The Offer referred to in
this announcement will be implemented pursuant to the PLS. This announcement is not the PLS and does not
contain all of the information required for a PLS prepared in accordance with the relevant disclosure requirements
under the JSE Listings Requirements.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into any jurisdiction
outside of South Africa (including, without limitation, Australia, Canada, Japan, the United Kingdom, the United
States (including its territories and possessions, any State of the United States and the District of Columbia) or any
member state of the EEA) if such distribution is restricted or prohibited by, or would constitute a violation of, the
relevant laws or regulations of such jurisdiction. If the distribution of this announcement and any accompanying
documentation in or into any jurisdiction outside of South Africa is restricted or prohibited by, or would constitute a
violation of, the laws or regulations of any such jurisdiction, such document is deemed to have been sent for
information purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable
requirements or restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority. This announcement does
not take into account the investment objectives, financial situation or particular needs of any particular person.
Further, the contents of this announcement do not constitute legal advice or purport to comprehensively deal with
the legal, regulatory and tax implications of the Offer for any potential investor. Recipients are accordingly advised
to consult their professional advisers about their personal legal, regulatory and tax positions regarding the matters
contained in this announcement.
None of the Company, the Joint Global Coordinators, the Bookrunner, Moelis & Company UK LLP ("Moelis" or the
"Independent Financial Adviser") and/or any of their respective subsidiary undertakings, affiliates or any of their
respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or
liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy,
completeness or fairness of the information or opinions in this announcement including but not limited to any
investment considerations (or whether any information has been omitted from this announcement) or any other
information relating to the Company or associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement
or its contents or otherwise arising in connection therewith.
The Joint Global Coordinators, the Bookrunner and the Independent Financial Adviser are acting exclusively for
the Company and no-one else in connection with the Offer. They will not regard any other person as their respective
clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this
announcement or any transaction, arrangement or other matter referred to herein. This announcement does not
constitute and should not be considered as any form of financial opinion or recommendation by them. None of them
provide legal, tax or accounting advice and recipients are strongly advised to consult their own independent
advisers on any legal, tax or accounting issues relating to this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase
and/or subscribe for securities (as defined in the Companies Act) in South Africa, including an offer to the public for
the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, securities or otherwise and
will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public
in terms of the Companies Act. Accordingly, this announcement does not constitute a "registered prospectus" or an
"advertisement" relating to an "offer to the public", as contemplated by the Companies Act. No prospectus has been,
or will be, filed with any regulatory authority, including the South African Companies and Intellectual Property
Commission in respect of this information in this announcement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a)
of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended, and should
not be construed as an express or implied recommendation, guide or proposal that the Offer, or the present or
future business or investments of the Group, is appropriate to the particular investment objectives, financial
situations or needs of any prospective investor, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
The Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Shares
may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United
States, Canada, Australia and Japan.
The issue or sale of Shares in the Offer are subject to specific legal or regulatory restrictions in certain jurisdictions.
The Group assumes no responsibility in the event there is a violation by any person of such restrictions. In the
United Kingdom, this communication is being distributed to and is only directed at persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also; (i) investment
professionals falling within Article 19(5) of the Order; (ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order; and (iii) other persons to whom it may be lawfully communicated (all such persons in (i), (ii) and (iii)
above, together being referred to as "relevant persons"). In the United Kingdom, any invitation, offer or agreement
to subscribe for, purchase or otherwise acquire securities.
Date: 27-10-2025 02:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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