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Acquisition of RECM and Calibre Limited Preference Shares
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA
ISIN: MU0499N00015
(“Astoria” or “the Company”)
ACQUISITION OF RECM AND CALIBRE LIMITED PREFERENCE SHARES
1. Introduction
Shareholders are referred to the announcement released on SENS and the Stock Exchange of Mauritius (“SEM”)
on 2 November 2020, wherein they were advised that Astoria entered into an equity swap agreement with Peresec
Prime Brokers Proprietary Limited (“Peresec”) on 30 October 2020 in respect of 4 200 000 RECM and Calibre
Limited (“RAC”) preference shares, for an aggregate consideration of R35 700 000, at the equivalent of R8.50 per
RAC preference share.
In April 2021, RAC distributed 90.1% of the Astoria shares it owned to its shareholders, which resulted in Astoria
having exposure to 4 200 000 RAC shares and 4 200 000 Astoria shares through equity swaps (“Equity Swap”).
On 7 May 2021, Astoria partially unwound its Equity Swap position by taking delivery of 4 200 000 RAC
preference shares.
Shareholders are advised that on 11 November 2021, Astoria instructed Peresec to settle the remainder of the Equity
Swap in respect of 4 200 000 Astoria shares through the delivery of 2 537 130 RAC preference shares (“the
Transaction”), which equates to 1 RAC preference share for 1.6554 Astoria shares, based on the respective net asset
value (“NAV”) per share for RAC preference shares and Astoria shares as at 30 September 2021
The Transaction resulted in the effective acquisition by Astoria of 2 537 130 RAC preference shares at a total value
of R36 077 988.60.
2. Rationale for the Transaction
Astoria is a global investment holding company which aims to grow its NAV per share at a high rate over time. As
such, Astoria took the opportunity to increase its investment in RAC preference shares at what it considers to be an
attractive price. Subsequent to the Transaction, Astoria owns 14.5% of all outstanding RAC preference shares.
The Transaction is also a first step in the unwinding of the cross-holding between Astoria and RAC.
3. Overview of Astoria
Astoria is a global investment company which was incorporated on 20 April 2015 in Mauritius and holds a Global
Business License in accordance with the Mauritian Companies Act, 2001 and the Mauritian Financial Services Act,
2007. Astoria has primary listings on the SEM and the Alternative Exchange of the JSE Limited (“JSE”).
4. Overview of RAC
RAC is a South African-incorporated company which has its participating preference shares listed on the Main
Board of the JSE as Hybrid Financial Instruments. RAC’s ordinary shares are unlisted. RAC functions as an
investment entity which has a global investment mandate and the ability to invest in any asset class, whether listed
or unlisted. RAC currently has, as its major asset, a 58.8% holding in the Goldrush Group, a leading South African
alternative gaming operator.
5. Conditions Precedent
There are no conditions precedent to the Transaction.
6. Effective Date
The Transaction became effective on 11 November 2021.
7. Financial information of RAC
In terms of its unaudited unreviewed condensed interim results, RAC’s net asset value at 30 September 2021 was
R727 210 716 (or R14.22 per RAC preference share) and it generated a loss after taxation of R16 727 657 for the
six months then ended.
The above unaudited historical financial information of RAC is calculated in accordance with International
Financial Reporting Standards.
8. Categorisation
In terms of the JSE Listings Requirements, the Transaction is a Category 2 transaction. RAC is not a related party
to Astoria.
This notice is issued pursuant to SEM Listing Rule 11.3. The Board accepts full responsibility for the accuracy of
the information contained in this announcement.
12 November 2021
JSE Designated Advisor
Questco Corporate Advisory Proprietary Limited
Company Secretary
Clermont Consultants (MU) Limited
Date: 12-11-2021 05:23:00
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