Southern View Finance Ltd. Advises of Material Transaction

Hamilton, Bermuda: 18 August 2015 - The directors of Southern View Finance Ltd have, after due consideration, accepted an offer for the acquisition of all of the shares in and loan claims against SVF’s subsidiaries held by SVF for an aggregate consideration of approximately ZAR 4,600,000,000 (four billion six hundred million rand), which consideration shall be adjusted depending on the net asset value of SVF's subsidiaries as at 1 July 2015 and increase at an agreed rate from 1 July 2015 until implementation (“Transaction”). The purchaser is Fulcrum Financial Services SA, a company incorporated and registered in Switzerland.

The Transaction is subject to the fulfilment of, inter alia, the following conditions precedent, namely:

1.    the South African Competition Authorities approving the implementation of the Transaction;

2.    the Mauritian Financial Services Commission approving the implementation of the Transaction, more specifically the change in control of SVF’s subsidiary Southern View Finance Mauritius Limited;

3.    the South African Takeover Regulation Panel approving the implementation of the Transaction or exempting the Transaction from the requirements of the relevant takeover regulations, more specifically the sale and transfer of the shares in SVF’s South African subsidiary, Southern View Finance SA Holdings Proprietary Limited; and

4.    the Financial Surveillance Department of the South African Reserve Bank (“SARB”) giving its approval for a South African entity to guarantee, in favour of the purchaser, the due performance by SVF of its obligations under the Transaction.

Certain of the conditions precedent not mentioned above are to be fulfilled or waived within 10 (ten) business days of signature of the agreement governing the Transaction, the condition precedent referred to in 4 above is to be fulfilled or waived by 9 October 2015 and the remaining conditions precedent are to be fulfilled or waived by no later than 2 May 2016 or such later date as the parties to the Transaction may agree.

Subsequent to the implementation of the Transaction, if it becomes unconditional and is implemented, it is the intention of the board that the proceeds from the Transaction will be distributed to Shareholders through a combination of a distribution to shareholders and repurchase of SVF’s shares.

The board of directors of SVF caution that the Transaction is conditional and it is possible that not all conditions will be timeously fulfilled or waived, as the case may be.  If the conditions precedent are not timeously fulfilled or waived, the Transaction will fail and will not be implemented.  SVF will release an appropriate further announcement if the Transaction becomes unconditional and will accordingly be implemented, or if the Transaction has not become unconditional and will accordingly not be implemented, as the case may be.

All significant holders of debt against the Company and /or its subsidiaries have been appraised of the salient details of the Transaction. 

SVF has a primary listing on the BSX and a secondary listing on the JSE’s Alternative Exchange.

18 August 2015

Hamilton / Johannesburg

BSX sponsor: Global Custody and Clearing Limited

JSE sponsor: KPMG Services (Proprietary) Limited

Bermuda legal advisor: Wakefield Quinn

South African legal advisor: Edward Nathan Sonnenbergs Inc

Class A share codes:  BSX: SVF.BH             JSE: SVF        ISIN: BMG829251013

Class B share codes:  BSX: SVFB.BH          JSE: SVFB      ISIN: BMG 829251195