SOUTHERN VIEW FINANCE LIMITED – CORRECTION ANNOUNCEMENT - MATERIAL TRANSACTION; DECLARATION OF DISTRIBUTION AND REPURCHASE BY SVF OF SHARES

Hamilton, Bermuda – 6 October, 2015 – In a filing with the Bermuda Stock Exchange (“BSX”), Southern View Finance Ltd. (the “Company” or “SVF”; Ticker: SVF.BH) today issued a corrected of their announcement released on 1 October 2015.  The filing is stated:

“Shareholders are referred to the announcement released by SVF on 1 October 2015  (“1 October Announcement”) regarding the material agreements (“Transaction Agreements”) concluded between the Company, Fulcrum Financial Services SA (“Fulcrum”) and the shareholders of SVF having become unconditional. Terms defined in the 1 October Announcement shall bear the same meaning in this announcement.

SVF has identified that the calculations used to determine the repurchase consideration due by SVF to shareholders for the SVF Repurchase omitted to make provision for a cash buffer which SVF requires to maintain.  In addition, certain foreign exchange losses which were unrealized at the time the 1 October Announcement was released, have since been realized.  In the circumstances, the amounts payable to the SVF Shareholders as detailed in the 1 October Announcement need to be updated and corrected, as detailed in this announcement. The difference between the amounts indicated in the 1 October Announcement and the amounts detailed in this announcement below is as follows:

-       the difference in the aggregate Loan Claim Distribution to be distributed to all SVF shareholders is R859.65 more; and

-       the difference in the aggregate repurchase consideration due to SVF shareholders in respect of the SVF Repurchase is R3,278.96 less.

For the sake of simplicity, the content of the 1 October Announcement is repeated below, with the updated and corrected amounts inserted where appropriate.

In the circumstances, SVF confirms that in accordance with SVF’s bye-laws, the BSX listings regulations, the JSE listings requirements and the Transaction Agreements, SVF’s board of directors has resolved that, subject to SVF receiving settlement of the purchase price by the creation of the Loan Claim timeously and in full from Fulcrum:

LOAN CLAIM DISTRIBUTION

1.    SVF declares and distributes, as a distribution in specie (“Loan Claim Distribution”), a portion of the Loan Claim out of the Company’s reserves as follows:

-          a portion of the Loan Claim in an amount of R 25.58578 per Class A share will be distributed to Class A Shareholders. At an exchange rate of 1US$ : R 13.74227 prevailing on 01 October 2015 (the “Prevailing Exchange Rate”), this equates to an amount of US$ 1.86183 per Class A share; and

-          a portion of the Loan Claim in an amount of R 33.90573 per Class B share will be distributed to Class B Shareholders. At the Prevailing Exchange Rate, this equates to an amount of US$ 2.46726 per Class B share.

2.    The Loan Claim Distribution shall be made to shareholders in accordance with the timetable detailed in the ‘Important Dates’ section of this announcement, set out below.

REPURCHASE OF SVF SHARES

3.    Subject to the Loan Claim Distribution being settled as aforesaid, SVF shall:

a.    repurchase from all those who are Class A shareholders as at the record date detailed in the ‘Important Dates’ section of this announcement set out below (“Record Date A Shareholders”), all the Class A shares held by such Record Date A Shareholders save and except for 0.0001% of the Class A shares held by each such Record Date A Shareholder, rounded up to the nearest whole share; and

b.    repurchase from all those who are Class B shareholders as at the record date detailed in the ‘Important Dates’ section of this announcement set out below (“Record Date B Shareholders”), all the Class B shares held by such Record Date B Shareholders;

(the “SVF Repurchase”).

4.    The consideration due by SVF to shareholders in respect of the SVF Repurchase will be as follows:

a.    an amount of R 9.747090 per Class A share will be due to Record Date A Shareholders for each Class A share that is repurchased, and will be settled as follows:

                                          i.    an amount of R 0.00512 per Class A share will be settled in cash; and

                                         ii.    the balance will be settled by SVF ceding and assigning to each Record Date A shareholder the right to claim payment of a proportionate amount of the Loan Claim from Fulcrum amounting to R9.74197 per Class A share.

At the Prevailing Exchange Rate, this equates to an amount of US$ 0.70928 per Class A share, of which US$ 0.00037 per Class A share will be settled in cash and US$0.70891 per class A share will be settled as the Loan Claim; and

b.    an amount of R 12.91664 per Class B share will be due to Record Date B Shareholders for each Class B share that is repurchased, and will be settled as follows:

                                          i.    an amount of R 0.00681 will be settled in cash; and

                                         ii.    the balance will be settled by SVF ceding and assigning to each Record Date B Shareholder the right to claim payment of a proportionate amount of the Loan Claim from Fulcrum amounting to R12.90983 per Class B share.

At the Prevailing Exchange Rate, this equates to an amount of US$ 0.93992 per Class B share, of which US$ 0.00050 per Class B share will be settled in cash and US$0.93942 per class A share will be settled as the Loan Claim.

5.    The SVF Repurchase shall be implemented in accordance with the timetable detailed in the ‘Important Dates’ section of this announcement, set out below.

The Loan Claim is a debt due by Fulcrum to SVF and, upon distribution to SVF’s Class A shareholders and Class B shareholders, as contemplated in the Loan Claim Distribution and SVF Repurchase detailed above, will be a debt due by Fulcrum to SVF’s various shareholders in proportion to their shareholding in SVF (again, as detailed above).  The Loan Claim shall, once in the hands of the Class A shareholders and Class B shareholders following implementation of the Loan Claim Distribution and the SVF Repurchase, be subject to the same terms and conditions as detailed in, and will be settled in accordance with the provisions of, the Transaction Agreements, of which every shareholder of SVF has a copy.  Further copies can be requested from SVF by sending an email to hsohal@svfin.com or kkistnen@svfin.com.  

As at the date of this announcement, SVF has 113,965,375 Class A shares and 14,000,000 Class B shares in issue.

The board has satisfied itself that the provisions of the Bermuda Companies Act, 1981 (“Act”), have been, and will be, complied with in respect of the declaration and the distribution of the Loan Claim Distribution and in respect of the implementation of the SVF Repurchase.

IMPORTANT DATES:

In compliance with the requirements of the BSX listings regulations, the JSE listings requirements and Strate, the electronic settlement and custody settlement system operated by the JSE, the following salient dates for the Loan Claim Distribution and implementation of the repurchase of SVF shares are applicable:

Share certificates may not be dematerialized or rematerialized between Monday, 12 October 2015 and Friday, 16 October 2015, both days inclusive.

The Loan Claim Distribution and the Repurchase Consideration will be settled as detailed above, namely the distribution and transfer, respectively, to shareholders of the right to claim from and enforce against Fulcrum settlement of a proportionate share of the Loan Claim.  If shareholders have not provided the Transfer Secretaries with their contact details, the settlement will not be forfeited but will be marked as “unclaimed” in the share register until the shareholder provides the Transfer Secretaries with the relevant contact details.

The Loan Claim Distribution constitutes a “foreign dividend” as defined in section 1 of the Income Tax Act, 58 of 1962 (“SA ITA”) and is a dividend for purposes of the dividends tax (“DT”), as the shares are listed on the JSE.  DT is payable at the rate of 15% in respect of dividends paid to shareholders who do not qualify for an exemption.  After such DT has been withheld, a net dividend of R 21.74791 (US$ 1.58256) at the Prevailing Exchange Rate) in respect of the Class A shares and R 28.81987 (US$2.09717) at the Prevailing Exchange Rate) in respect of the Class B shares will be payable to shareholders of the Company who do not qualify for an exemption.

An exemption from DT is provided for in the SA ITA in respect of foreign dividends paid to a South African resident company, and to a person that is not a resident to the extent that it is paid in respect of shares listed on the JSE, provided certain administrative procedures are complied with.  The SA ITA further provides for an exemption from income tax in respect of foreign dividends received or accrued in respect of shares listed on the JSE. We recommend that shareholders consult their tax advisors on the tax consequences of the Loan Claim Distribution.

The Repurchase Consideration does not constitute a “foreign dividend” and it is recommended that shareholders consult their tax advisors to determine the tax consequences on the disposal of the SVF Shares for that shareholder.

The JSE is currently assessing the continued listing status of the Company on the JSE and the market will be updated as to the outcome of that assessment in due course. SVF has a primary listing on the BSX and a secondary listing on the JSE’s Alternative Exchange.”

6 October 2015

Hamilton / Johannesburg

BSX sponsor: Global Custody and Clearing Limited

JSE sponsor: KPMG Services (Proprietary) Limited

Bermuda counsel: Wakefield Quinn

South African counsel: ENSafrica

SOUTHERN VIEW FINANCE LIMITED

(Incorporated in Bermuda with registration number 47305)

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

Class B share codes: BSX: SVFB.BH          JSE: SVFB     ISIN: BMG829251195

("SVF" or "the Company")