Announcements

Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL
ISIN: ZAE000138095
("Finbond" or "the Company" or "the Group")


RESULTS OF THE UNDERWITTEN RIGHTS OFFER TO RAISE R 525 MILLION

1. INTRODUCTION

Shareholders are referred to the announcement released on SENS on Friday, 12 February 2016 relating to the underwritten rights offer of 157 185 629 new Finbond ordinary shares of 0.0001 cents each, in the authorised but unissued share capital of the Company offered for subscription to Finbond shareholders on basis of 25.98001 Rights Offer Shares for every 100 Finbond ordinary shares held at 334 cents per Rights Offer Share, raising approximately R525 million (“the Rights Offer”).

As detailed below the Rights Offer was successful.

Finbond raised the full R525 million and the underwriter, Midbrook Lane (Pty) Ltd, will not be required to subscribe for any Rights Offer Shares given that the Rights Offer was over-subscribed with a number of shareholders making excess applications.

2. RESULTS OF THE RIGHTS OFFER

The Rights Offer closed at 12:00 on Friday, 11 March 2016. The results are set out below:
Number of Rights Offer Shares % of Rights Offer
Rights Offer Shares available for subscription 157 185 629 100%
Subscriptions for Rights Offer Shares 87 550 564 56%
Excess applications for Rights Offer Shares 83 872 537 53%
Excess Rights Offer Shares available to be allocated 69 635 065 44%

3. ISSUE OF RIGHTS OFFER SHARES

Share certificates will be posted to holders of certificated shares who have followed their rights on or about Monday, 14 March 2016

The CSDP or broker accounts of holders of dematerialised shares or their renouncees, who have followed their rights, will be credited with the Rights Offer Shares and debited with any payments due on Monday, 14 March 2016.

4. EXCESS APPLICATIONS

The excess Rights Offer Shares applied for will be allocated in a manner viewed as equitable in terms of the JSE Listings Requirements, taking cognizance of the number of shares held by the shareholder, including those taken up as a result of the Rights Offer, and the number of excess Rights Offer Shares applied for by such shareholder

Share certificates will be posted to holders of certificated shares, who have been allocated excess Rights Offer Shares on or about Wednesday, 16 March 2015.

The CSDP or broker account of holders of dematerialised shares who have been allocated excess Rights Offer Shares, will be credited with the excess Rights Offer Shares on or about Wednesday, 16 March 2016

Refund payments in respect of unsuccessful applications will be made to the relevant applicants on or about Wednesday, 16 March 2016. No interest will be paid on monies received in respect of unsuccessful applications

5. RESTRICTIONS

The granting of the right to subscribe for Rights Offer Shares in certain jurisdictions other than South Africa may be restricted by law and a failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

The shares have not been and will not be registered for the purposes of the rights offer under the securities laws of the United Kingdom, Canada, United States of America or any other country outside South Africa and accordingly, are not being offered, sold, taken up, re-sold or delivered directly or indirectly to rights recipients with registered addresses outside South Africa

The Rights Offer does not constitute an offer in any area of jurisdiction in which it is illegal to make such an offer.

Johannesburg
14 March 2016

Corporate Advisor and JSE Sponsor
Grindrod Bank Limited


UNDERWITTEN RIGHTS OFFER DECLARATION AND FINALISATION DATA ANNOUNCEMENT WITH REGARDS TO FINBOND GROUP LIMITED’S NORTH AMERICAN EXPANSION

1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER

Shareholders are referred to the transaction announcement released on SENS on Friday, 5 February 2016 and are advised that the Board of Directors of Finbond have resolved to implement a capital raising of approximately R525 million by way of an underwritten rights offer (“the rights offer”).

In terms of the rights offer, 157 185 629 new Finbond ordinary shares of 0.0001 cents each, in the authorised but unissued share capital of the Company (“the rights offer shares”), will be offered for subscription to Finbond shareholders recorded in the register at the close of trade on Friday, 26 February 2016 who will receive rights to subscribe for the rights offer shares on the basis of 25.98001 rights offer shares for every 100 Finbond ordinary shares held, at 334 cents per rights offer share.

2. RATIONALE FOR THE RIGHTS OFFER

Finbond has embarked on an earnings enhancing growth strategy of establishing a business presence in the North American pay day lending (short-term lending) market through acquisitions and subsequent organic growth of a number of pay day lenders in North America that specialise in the advancement of short-term credit.

The initial phase of this strategy will be through the acquisition of 4 North American pay day lending businesses in the United States of America and Canada that will give Finbond a branch network of 91 branches in North America and Canada of which 85 will be in the United States of America (“USA”) and 6 in Canada. Following these acquisitions approximately 40% - 50% of Finbond’s Net Earnings will be denominated in US$ within 12 months of the effective date and the intention is to grow US$ earnings to approximately 70% - 80% of net earnings in 3 to 5 years.

The purpose of the Rights Offer is to provide Finbond with capital in the amount of R525 million to enable it to conclude the initial North American acquisitions and for general working capital, funding and future growth. The salient terms and details of the initial North American acquisitions were announced on SENS on Friday, 5 February 2016.

The rationale for the North American acquisitions inter alia includes:

  • Earnings enhancing growth;
  • Significant growth and consolidation opportunity in the North American pay day lending industry;
  • Organic growth in Finbond’s core “30-day” or “pay day lending” competency;
  • Diversification of Country and Political Risk;
  • Effective ZAR hedge. Approximately 40% - 50% of earnings will be in hard currency 12 months after the North American acquisitions;
  • Economies of scale;
  • Teaming up with existing owners/managers with 10 - 30 years’ experience in operating pay day lending businesses in North America;
  • Unique opportunity for South Africa’s largest short-term micro lender to enter the USA pay day lending market.
3. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING

Pursuant to the underwriting agreement between Finbond Group Limited and Midbrook Lane (Pty) Ltd (“Midbrook”), Net 1 Finance Holdings (Pty) Limited (“Net1”) and Finbond Chief Executive Officer, Dr. Willie van Aardt through Kings Reign Investments (Pty) Ltd (“KRI”), irrevocably committed to subscribe for R136 050 642 (40 733 725 rights offer shares) and R75 000 000 (22 455 090 rights offer shares) respectively.

Midbrook have further committed to underwrite the balance of the rights offer, being R313 949 358, subject to the irrevocable undertakings by KRI and Net 1 and the rights offer allowing for excess applications. An underwriting fee of 2.5% of the quantum of the rights offer which is underwritten, excluding the amounts to be subscribed for by KRI and Net 1, will be payable to Midbrook. The net effect is that Finbond has commitments for the take up of the full rights offer amount of R525 000 000.

4. EXCESS APPLICATIONS

Finbond shareholders will be permitted to apply for new Finbond shares in excess of their entitlement. Should there be excess rights offer shares available for allocation, these will be allocated to applicants in a manner viewed as equitable in terms of the Listings Requirements of the JSE.

5. FRACTIONS

The whole number of rights to subscribe for rights offer shares to which qualifying shareholders will become entitled will be determined by the ratio of entitlement. Only whole numbers of new Finbond shares will be issued and Finbond shareholders will be entitled to rounded numbers of shares once the ratio has been applied, using the rounding principle where allocations will be rounded up or down, as appropriate with fractions of 0.5 and above being rounded up and fractions below 0.5 being rounded down to the nearest whole number resulting in allocations of whole numbers of rights offer shares, in accordance with the Listings Requirements.

6. IMPORTANT DATES AND TIMES

Friday, 12 February 2016
Rights offer declaration data and finalisation announcement released on SENS

Friday, 19 February 2016
Last day to trade in Finbond ordinary shares in order to participate in the rights offer (cum entitlement)

Monday, 22 February 2016
Listing of and trading in the letters of allocation on the JSE under JSE code FGLN and ISIN ZAE000214581
Finbond ordinary shares commence trading ex rights on the JSE at 09:00

Tuesday, 23 February 2016
Circular (and Form of Instruction) posted to (certificated) shareholders

Friday, 26 February 2016
Record date for the rights offer for purposes of determining the Finbond shareholders entitled to participate in the rights offer at the close of business

Monday, 29 February 2016
Rights offer opens at 09:00
Certificated shareholders will have their letters of allocation credited to an electronic account held at the transfer secretaries Dematerialised shareholders will have their Letters of Allocation credited to their accounts held at their CSDP or broker

Friday, 4 March 2016
Last day for trading letters of allocation on the JSE

Monday, 7 March 2016br> Listing of rights offer shares and trading therein on the JSE commences at 09:00

Friday, 11 March 2016
Rights offer closes at 12:00.
Payment to be made and form of instruction lodged by certificated shareholders at the transfer secretaries Record date for the letters of allocation

Monday, 14 March 2016
Rights offer shares issued and posted to shareholders in certificated form on or about CSDP or broker accounts in respect of dematerialised shareholders will be updated with rights offer shares and debited with any payments due Results of rights offer announced on SENS

Wednesday, 16 March 2016
In respect of successful excess applications (if applicable), rights offer shares issued to qualifying dematerialised shareholders and or share certificates posted to qualifying certificated shareholders on or about In respect of unsuccessful excess applications (if applicable), refund payments made to certificated shareholders

Notes:
  • All references to dates and times are to local dates and times in South Africa.
  • Holders of dematerialised Finbond shares are required to notify their CSDP or Broker of the action they wish to take in respect of the rights offer in the manner and by the time stipulated in the agreement governing the relationship between the dematerialised shareholder and his CSDP or Broker.
  • Finbond share certificates may not be dematerialised or rematerialised between Monday, 22 February 2016 and Friday, 26 February 2016, both days inclusive.
  • CSDPs effect payment in respect of holders of dematerialised rights offer shares on a delivery versus payment basis.
  • Dematerialised shareholders will have their accounts at their CSDP or Broker automatically credited with their rights and certificated shareholders will have their rights credited to an account at the transfer secretaries.
  • Rights offer share certificates to be issued in terms of the rights offer will be posted to persons entitled thereto, by registered post, at the risk of the certificated shareholders concerned.
  • Any material changes to the dates and times above will be announced on SENS.
7. DOCUMENTATION

A circular to Finbond shareholders, setting out full details of the rights offer, will be posted to shareholders on or about Monday, 22 February 2016. A form of instruction in respect of the letters of allotment will be enclosed with the circular for use by Finbond shareholders who have not dematerialised their Finbond shares. The circular will also be available on the Company’s website (www.finbondlimited.co.za) from Monday, 22 February 2016.

8. RESTRICTIONS

The granting of the right to subscribe for rights offer shares in certain jurisdictions other than South Africa may be restricted by law and a failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

The shares have not been and will not be registered for the purposes of the rights offer under the securities laws of the United Kingdom, Canada, United States of America or any other country outside South Africa and accordingly, are not being offered, sold, taken up, re-sold or delivered directly or indirectly to rights recipients with registered addresses outside South Africa.

The rights offer does not constitute an offer in any area of jurisdiction in which it is illegal to make such an offer.

Johannesburg
12 February 2016

Corporate Advisor and JSE Sponsor
Grindrod Bank Limited


ACQUISITION OF NORTH AMERICAN PAY DAY LENDING BUSINESSES AND FULLY UNDERWRITTEN RIGHTS OFFER TO RAISE R525 MILLION

1. Introduction

Finbond shareholders are advised that the Company has embarked upon an earnings enhancing growth strategy in terms of which Finbond will enter and expand its short-term lending business into the North American pay day lending (short-term lending) market.

The initial phase of this strategy will be through the acquisition of 4 North American payday lending businesses in the United States of America (“USA”) and Canada that will give Finbond a branch network of 91 branches in North America and Canada of which 85 will be in the USA and 6 in Canada. To this end the Company has concluded four unrelated acquisition agreements as follows:

GCR has accorded the above credit rating(s) to Finbond Group Limited (“Finbond”, “the group”) based on the following key criteria:

  • an agreement to acquire all of the shares and shareholders’ claims in TV Profile LLC trading as ‘American Cash Advance – Payday Cash Loans’ with its 41 branches in Louisiana and Mississippi, USA (“the American Cash Advance Acquisition”);
  • an agreement to acquire all claims in the unincorporated business carried on under the name Cash Shop with its 6 branches in Canada (“the Cash Shop Acquisition”);
  • an agreement to acquire the shares and shareholders’ claims in Cash in a Flash Advertising USA Inc. trading as ‘Cash in a Flash’ and ‘Xtra Cash’ with its 8 branches in Indiana, USA (“the Cash in a Flash Acquisition”);and
  • an agreement to acquire 50% of the shares and shareholders’ claims in Cashback LLC trading as ‘Cashback Payday Advance’, ‘Cashback Loans’ and ‘Cashback’ with its 37 branches [in the process of expanding by a further 5 branches] in Southern California, USA (“the Cashback Acquisition”);
(collectively “the Strategic Acquisitions”).

Following the Acquisitions, approximately 40% - 50% of Finbond’s net earnings will be denominated in US$ within 12 months of the effective date and the intention is to grow US$ earnings to approximately 70% - 80% of net earnings in 3 to 5 years.

Finbond conducts its business through two major divisions focussed on: 1.) Short-Term Micro Credit Products; and 2.) Investment and Savings Products.

Finbond’s Short-Term Micro Credit division is the largest provider of 30-day loans in South Africa and currently operates nationally through 342 branches in South Africa.

Through the strategic acquisitions Finbond is expanding its Short-Term Micro Credit Product division into the North American pay day lending market through partnering with existing pay day lending stores with solid track records of success and healthy cash generative short-term debtors books. Following the strategic acquisitions Finbond’s North American Short-Term Micro Credit Division will be advancing approximately US$130 million (R2,1 billion) per annum.

The rationale for the North American acquisitions includes:

2. Nature of Finbond Business and Rationale for the Acquisitions

Finbond is a leading South African financial services institution that specialises in the design and delivery of unique value and solution based short-term credit products tailored to borrower requirements rather than institutionalized policies and practices.

Finbond conducts its business through two major divisions focussed on: 1.) Short-Term Micro Credit Products; and 2.) Investment and Savings Products.

Finbond’s Short-Term Micro Credit division is the largest provider of 30-day loans in South Africa and currently operates nationally through 342 branches in South Africa.

Through the strategic acquisitions Finbond is expanding its Short-Term Micro Credit Product division into the North American pay day lending market through partnering with existing pay day lending stores with solid track records of success and healthy cash generative short-term debtors books. Following the strategic acquisitions Finbond’s North American Short-Term Micro Credit Division will be advancing approximately US$130 million (R2,1 billion) per annum.

The rationale for the North American acquisitions includes:

  • Earnings enhancing growth.
  • Significant growth and consolidation opportunity in the North American pay day lending industry.
  • Organic growth in Finbond’s core “30 day” or “pay day lending” competency.
  • Diversification of Country and Political Risk.
  • Effective ZAR hedge. Approximately 40% - 50% of earnings will be in US and Canadian dollars 12 months after the North American acquisitions.
  • Economies of scale.
  • Teaming up with existing owner-managers with 10 - 30 years’ experience operating pay day lending businesses in North America.
  • Unique opportunity for South Africa’s largest short-term micro lender to enter the USA pay day lending market.
Key features of the pay day lending market in the USA:
  • Various similarities between the South African 30 day micro credit industry and the USA pay day lending industry.
  • US$38.5 billion (R 616 billion) in loans granted per year.
  • US$46 billion (R736 billion) in revenues across the industry.
  • Estimated 20 600 pay day lending stores.
  • 19 million households use pay day loans annually.
  • A typical pay day loan is US$300 borrowed over a 21 day period.
USA pay day lending customer demographics:
  • Majority of customers earn between US$25 000 and US$50 000 per annum.
  • 90% have a high school diploma or better.
  • 54% have some college qualification or degree.
  • 100% have steady incomes and 100% have checking accounts.
  • 88% of customers believe it is a useful product.
  • 89% of customers were satisfied with their last transaction.
Payday lending regulation in the USA market:
  • Consumer Financial Protection Bureau formed in 2011.
  • Payday lending in America is regulated on a State by State basis.
  • 27 States authorize unrestricted payday lending. Nine States authorize some form of term lending. Only 14 States and the District of Columbia heavily regulate and limit personal lending.
  • USA and Canada regulation is significantly more favourable than micro lending regulation in South Africa
  • When considering the current regulatory environment in South Africa in comparison to that of USA and Canada, Finbond is well positioned to cope with current and future American and Canadian regulation.

3. American Cash Advance Acquisition

3.1. Nature of business
American Cash Advance specializes in offering short-term pay day lending products directly to customers via 41 branch locations in Louisiana and Mississippi, USA. The business started in 2001 with only one store and has grown from strength to strength ever since. Currently the business grants more than US$39 million (R624 million) in loans annually.

3.2. Salient features
The salient features of the American Cash Advance Acquisition are as follows:

  • The purchase consideration payable by Finbond to the vendor is US$8 million.
  • The vendor provided a profit warranty to achieve a net profit before tax (“NPBT”) of US$2 million for the year ending 28 February 2017.
  • 50% of the purchase consideration set out above will be payable on the effective date of the transaction in cash.
  • The balance of the purchase consideration, being US$4 million, will be paid to the vendors in cash following the determination of the NPBT of the subject of the transaction for the 12-month period ended 28 February 2017. For every US$1 by which NPBT for this period differs from the US$2 million profit warranty, the payment of US$4 million will be adjusted up or down, as the case may be, by US$4 for every US$1 that it deviates from the warranted profit. The maximum adjustment to this payment, either up or down, will be US$4 million.
  • The vendor in respect of the American Cash Advance Acquisition is Paul Angelette.
  • The effective date of the American Cash Advance Acquisition is 1 March 2016.
  • The net asset value and net after tax profit of the subject of the transaction amounted to US$2.01 million and US$1.3 million respectively, based on unaudited results for the 12 months ended 31 December 2015.
3.3. Conditions precedent
The American Cash Advance Acquisition remains subject to the following conditions precedent:
  • The unconditional approval of the transaction by the Finbond board.
  • Finbond securing all regulatory and exchange control approvals that are required.

4. The Cash Shop Canada Acquisition

4.1. Nature of business
Cash Shop, based in Ontario Canada, was started by the current owners in 2004. Cash Shop specializes in pay day lending conducting business mainly in Ontario, Canada. Cash Shop currently has 6 stores on a corporate level, which are the subject of this transaction, advancing more than $7 million (approximately R112 million) in loans annually, as well as 22 franchised stores throughout the province of Ontario.

4.2.Salient features
The salient features of the Cash Shop Acquisition are as follows:

  • The purchase consideration payable by Finbond to the vendor is CAD$6.5 million.
  • The vendor provided a Profit Warranty to achieve a NPBT of CAD$1 million for the year ending 28 February 2017.
  • CAD$2.75 million of the purchase consideration set out above will be payable on the effective date of the transaction in cash.
  • The balance of the purchase consideration, being CAD$3.75 million, will be paid to the vendors in cash following the determination of the NPBT of the subject of the transaction for the 12-month period ended 28 February 2017. For every CAD$1 by which NPBT for this period differs from CAD$1 million, the amount of CAD$3.75 million will be adjusted up or down, as the case may be, by CAD$5.50. The maximum adjustment to this payment of CAD$3.75 million, either up or down, will be CAD$2.75 million.
  • The vendor in respect of the Cash Shop Acquisition is 2473614 Ontario Incorporated.
  • The effective date of the Cash Shop Acquisition is 1 March 2016.
  • The net asset value and net after tax profit of the subject of the transaction amounted to CAD$738 385 and CAD$194 209 respectively, based on unaudited results for the 12-months ended 31 December 2015.
4.3. Conditions precedent
The Cash Shop Acquisition remains subject to the following conditions precedent:
  • The unconditional approval of the transaction by the Finbond Board.
  • Finbond securing all regulatory and exchange control approvals that are required.

5. The Cash in a Flash Acquisition

5.1 Nature of Business
Cash in a Flash was founded by the current owner in September of 1995. The business specializes in short-term pay day lending operating via eight customer facing stores in Indiana, USA granting more than US$2.5 million (R40 million) in loans annually.

5.2. Salient features
The salient features of the Cash in a Flash Acquisition are as follows:

  • The purchase consideration payable by Finbond to the vendor is US$1.2 million. The vendor provided a profit warranty to achieve a net profit after tax (“NPAT”) of US$300 000 for the year ending 28 February 2017.
  • 50% of the purchase consideration set out above will be payable on the effective date of the transaction in cash.
  • The balance of the purchase consideration, being US$600 000, will be paid to the vendor in cash following the determination of the NPAT of the subject of the transaction for the 12-month period ended 28 February 2017. For ever US$1 by which NPAT for this period differs from US$300 000, this payment of US $600 000 will be adjusted up or down, as the case may be, by US$4. The maximum adjustment to this payment of US$600 000, either up or down, will be US$300 000.
  • The vendor in respect of the Cash in a Flash Acquisition is Rick Matijevich.
  • The effective date of the Cash in a Flash Acquisition is 1 March 2016.
  • The net asset value and net after tax profit of the subject of the transaction amounted to US$669 847 and US$111 123 respectively, based on unaudited results for the 12 months ended 31 December 2015.
5.3. Conditions precedent
The Cash in a Flash Acquisition remains subject to the following conditions precedent:
  • The unconditional approval of the transaction by the Finbond Board.
  • Finbond securing all regulatory and exchange control approvals that are required.

The Cashback Acquisition

6.1. Nature of business
Cashback started doing business in 2003, with a focus on short-term pay day lending in San Bernardino, California USA.

Since then, Cashback has grown to 37 locations throughout southern California and are currently expanding its branch network by a adding a further 5 locations.

Cashback grants loans to the value of US$75 million (R1.2 billion) annually.

6.2. Salient features
The salient features of the Cashback Acquisition are as follows:

  • The purchase consideration payable by Finbond to the vendors is US$8 million for 50% of the shares in the business.
  • The vendor provided a Profit Warranty to achieve an earnings before interest, taxation, dividends and amortisation (“EBITDA”) of US$3.2 million for the year ending 28 February 2017.
  • 50% of the purchase consideration set out above will be payable on the effective date of the transaction in cash.
  • The balance of the purchase consideration, being US$4 million, will be paid to the vendors in cash following the determination of the EBITDA of the subject of the transaction for the 12-month period ended 28 February 2017. For every US$1 by which EBITDA for this period differs from US$3.2 million, this payment of US$4 million will be adjusted up or down, as the case may be, by US$5. The maximum adjustment to this payment of US$4 million, either up or down, will be US$4 million.
  • The vendors in respect of the Cashback Acquisition are Treasure Box Lp, Oh Ten Management LLC and Franklin Otten in respect of 45.54% of the equity, with the balance being acquired from 43 other entities and individuals each of which individually owns less than 5% of the equity.
  • The effective date of the Cashback Acquisition is 1 March 2016.
  • The net asset value and net after tax profit of the subject of the transaction amounted to US$8.5 million and US$1.7 million respectively, based on unaudited results for the 12 months ended 31 December 2015.
6.3. Conditions precedent
The Cashback Acquisition remains subject to the following as yet unfulfilled conditions precedent:
  • The unconditional approval of the transaction by the Finbond board.
  • Finbond securing all regulatory and exchange control approvals that are required.

7. Fully Underwritten Rights Offer
In order to fund the purchase consideration in respect of the Strategic Acquisitions, as well as working capital to further grow its North American business, Finbond will undertake a fully underwritten rights offer to raise approximately R525 million.

In terms of the proposed rights offer, 157 185 629 new Finbond Shares of 0.0001 cent each in the authorised but unissued share capital of the Company, will be offered for subscription to Finbond shareholders recorded in the register at the record date, who will receive rights to subscribe for rights offer shares on the basis of 25.98001 rights offer shares for every 100 Finbond shares held, for subscription at 334 cents per rights offer share.

Finbond entered into an underwriting agreement with one of its shareholders, Midbrook Lane (Pty) Ltd, who has irrevocably committed to fully underwrite the rights offer. Pursuant to the underwriting agreement between Finbond’s largest shareholders, Net 1 Finance Holdings (Pty) Limited and Finbond Chief Executive Officer, Dr. Willie van Aardt through Kings Reign Investments (Pty) Ltd, irrevocably committed to support the rights offer by subscribing for approximately R136 million and R75 million worth of shares, respectively.

Finbond is currently in the process of obtaining the required regulatory approvals for the proposed rights offer and the details and salient dates relating thereto will be announced on SENS in due course.

8. Categorisation of the Transactions

The American Cash Advance Acquisition, the Cash Shop Acquisition and the Cashback Acquisition are each categorised as a Category 2 transactions in terms of the JSE Limited Listings Requirements. The Cash in a Flash Acquisition is not categorised in terms of the JSE Limited Listings Requirements.

Pretoria
5 February 2016

Sponsor:
Grindrod Bank Limited

Legal Adviser:
MacRobert Attorneys