Confirmation of Dispensations Received from the TRP in Terms of s127(2)(a) of the Co Act & s102(2)(a) - Co Regs 2011
NVEST FINANCIAL HOLDINGS LIMITED AND ITS SUBSIDIARIES
(Incorporated in the Republic of South Africa)
(Registration number 2008/015990/06)
(“NVest” or “the Company” or “the Group”)
ISIN Code: ZAE000199865 JSE Code: NVE
CONFIRMATION OF DISPENSATIONS RECEIVED FROM THE TAKEOVER REGUALTION PANEL (“TRP”) BY
THE COMPANY IN TERMS OF SECTION 127(2)(a) OF THE COMPANIES ACT No. 71 OF 2008 (“THE
ACT”) AND SECTION 102(2)(a) OF THE COMPANIES REGULATIONS, 2011 (“THE REGULATIONS”)
NVest shareholders are hereby advised of the following two dispensations granted to it by the TRP:
1. DISPENSATION IN TERMS OF SECTION 127(2)(a) OF THE ACT
Further to announcements made by way of our 2021 Group Integrated Annual Report and
various SENS announcements, NVest continues to negotiate with the management team of
our Gauteng office of subsidiary company NFB Private Wealth Management (“NFB”)
regarding a potential divestiture of that branch of NFB from both NFB and the NVest Group
of companies, which would include a sale of a portion of the shares of NFB Asset
Management (Pty) Limited (“the transaction”).
The TRP has granted the Company an exemption to section 127(2)(1) of the Act to allow
NVest to continue negotiations regarding the transaction and to potentially conclude the
transaction during the offer period relating to the Scheme of Arrangement (“the Scheme”)
as announced by the Company on 29 October 2022 subsequent to a firm intention
announcement regarding an offer by existing shareholders to acquire all NVest shares not
already held by the offeror.
This dispensation was granted based on amendments to the Income Tax Act expected to
become effective on 1 January 2022, which will materialy prejudice the Company if the
transaction is not concluded before then. Due to recent objections, the implementation
date of the amendments may be reviewed.
It is highlighted that the transaction will be at terms no better than the R2.10 price per share
that is being offered by a Consortium as detailed in the Scheme circular, which is above the
company, to shareholders in terms of the Scheme. The Circular detailing the Scheme of
Arrangement is being finalised and salient dates will be published in due course.
2. DISPENSATION IN TERMS OF REGULATION 102(2)(a) and (b) OF THE ACT
The TRP has granted an extension of time to the 20-business day posting period of the
combined offer circular relating to the Scheme as per regulation 102(2)(a).
3. RESPONSIBILITY STATEMENT
The Board and the Independent Board each accepts responsibility for the information
contained in this announcement to the extent that it relates to Company. To the best of
their knowledge and belief, the information contained in this announcement is true and
nothing has been omitted which is likely to affect the importance of the information.
2 December 2021
AcaciaCap Advisors Proprietary Limited
Date: 02-12-2021 02:45:00
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