Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
(“Invicta” or the “Company” or the “Group”)

SIMPLIFICATION OF THE GROUP’S FINANCING STRUCTURE

1. INTRODUCTION AND RATIONALE

   Invicta is in the process of undertaking a restructure to simplify its Group structure (the “Restructure”), pursuant
   to which, among other things, Invicta Finance Proprietary Limited (“IFL”) will be deregistered (after the assets
   currently held by IFL have been moved to other Group companies), all whilst maintaining the current B-BBEE
   status of Invicta’s 75% held subsidiary, Invicta South Africa Holdings Proprietary Limited (“ISAH”) and its
   subsidiaries, Bearing Man Group Proprietary Limited (“BMG”) and Humulani Marketing Proprietary Limited
   (“HM”).

   On 15 November 2022, the relevant Group companies entered into agreements and adopted the requisite
   resolutions pursuant to the Restructure. The Restructure will be implemented on the day on which the last of
   the conditions precedent set out in paragraph 5 below have been fulfilled.

   One of the steps of the Restructure constitutes a ‘category 2 transaction’ in terms of the JSE Listings
   Requirements. Accordingly, further details on this step of the Restructure, as well as certain background
   information, are set out below.

2. CURRENT GROUP STRUCTURE

   2.1 Invicta currently holds 100% of the ordinary shares in each of IFL and Invicta Treasury Holdings Proprietary
       Limited ("ITH"). In addition, Invicta holds 75% of the ordinary shares in ISAH, which in turn holds 100% of
       the shares in BMG and HM. The remaining 25% of the ordinary shares in ISAH are held by Theramanzi
       Investments Proprietary Limited (RF) (a wholly-owned subsidiary of the Humulani Empowerment Trust)
       (which holds 20% of the ordinary shares in ISAH) and The Humulani Employee Investment Trust (which
       holds 5% of the ordinary shares in ISAH), jointly referred to as the "B-BBEE Shareholders". The B-BBEE
       Shareholders were established by Invicta as part of the Group’s commitment to Broad-Based Black
       Economic Empowerment.
   2.2 IFL currently holds the following A series preference shares ("A Prefs"):
       2.2.1 1,119,573,423 cumulative non-participating preference shares issued by BMG ("BMG Prefs"). The
                subscription price in respect of the BMG Prefs was R1.119 billion;
       2.2.2 1,909,084 cumulative non-participating preference shares issued by HM ("HM Prefs"). The
                subscription price in respect of the HM Prefs was R1.909 billion; and
       2.2.3 221,919 cumulative non-participating preference shares issued by ISAH ("ISAH Prefs"). The
                subscription price in respect of the ISAH Prefs was R221,9 million.
   2.3 Invicta currently holds 5,480,666 cumulative redeemable non-participating “A Series” preference shares
       issued by IFL ("IFL Prefs"). The subscription amount was R5.48 billion.
   2.4 IFL has a loan claim against ITH with a face value of approximately R3,068 billion ("IFL/ITH Loan").

3. THE RESTRUCTURE

   Set out below is a summary of the steps (“Steps”) to be taken to give effect to the Restructure and its objectives:


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  3.1 Step 1: Loan restructure steps
      ISAH transfers the loan of approximately R14.9 million (“ISAH/IFL Loan”) owing to it by IFL to ITH and such
      loan is then set-off against a corresponding portion of the IFL/ITH Loan (“ITH/IFL Set-off”).
  3.2 Step 2: Maintaining the current B-BBEE status
      In light of the commercial importance of the B-BBEE Shareholders maintaining a 25% shareholding in ISAH,
      these shareholders will subscribe for 10 additional ordinary shares in ISAH for a nominal subscription
      amount (see Step 3 below - ordinary shares are thus issued by ISAH to IFL and the B-BBEE Shareholders
      in a 30:10 ratio, or (put differently) a 75%:25% ratio).
  3.3 Step 3: Transfer of HM Prefs and BMG Prefs by IFL to ISAH
      IFL will transfer the HM Prefs and the BMG Prefs to ISAH in exchange for the issue of 30 ordinary shares
      by ISAH to IFL.
  3.4 Step 4: IFL Prefs restructure
      The amendment of the IFL Prefs’ terms as recorded in the IFL memorandum of incorporation, which IFL
      Prefs are held by Invicta (in addition to all the ordinary shares in IFL which are also held by Invicta). The
      purpose of the amendment is to remove the entitlement to any accrued but undeclared dividends in respect
      of the IFL Prefs, and instead allow Invicta to participate pari passu in respect of all dividends and return of
      capital of IFL.
  3.5 Step 5: Liquidation distribution by IFL
      IFL distributes all its assets, constituting the ISAH Prefs, its ordinary shares held in ISAH and the ITH Loan,
      as a liquidation distribution in terms of section 47 of the Income Tax Act, 58 of 1962 to Invicta.
  3.6 Step 6: Amendment of the HM Prefs, BMG Prefs terms and ISAH Prefs terms
      3.6.1 The amendment of the HM Prefs terms and BMG Prefs terms, as recorded in the memoranda of
                incorporation of each of HM and BMG, which HM Prefs and BMG Prefs are, pursuant to the
                implementation of Step 3, held by ISAH (in addition to all the ordinary shares in HM and BMG which
                are also held by ISAH). The purpose of the amendment is to remove the entitlement to any accrued
                but undeclared dividends, and instead allow ISAH to participate pari passu in respect of all
                dividends of HM and BMG.
      3.6.2 The amendment of the ISAH Prefs terms, as recorded in the memorandum of incorporation of ISAH,
                which ISAH Prefs are held by Invicta (in addition to 75% of the ordinary shares in ISAH which are
                also held by Invicta). The purpose of the amendment is to remove the entitlement to any accrued
                but undeclared dividends, and instead entitle Invicta to dividends declared by ISAH to the holders
                of the ISAH Prefs out of any available free cash flow. This, however, may only occur after a dividend
                has been declared to the holders of the ordinary shares in ISAH, subject to ISAH considering,
                amongst other things, the impact of declaring such dividend to the holder of the ISAH Prefs on its
                broad-based black economic ownership score.

4. CLASSIFICATION OF THE RESTRUCTURE

  Step 3 involves the transfer by IFL (an investment holding company, which is a wholly-owned subsidiary of
  Invicta) of the HM Prefs (R1.909 billion) and the BMG Prefs (R1.119 billion) to ISAH (an investment holding and
  management company, which is a 75%-owned subsidiary of Invicta) in exchange for the issue of 30 ordinary
  shares by ISAH to IFL. In effect, IFL is disposing of 25% of the aforementioned preference shares (i.e. 25% of
  R2.355 billion, being R588.75 million). This is a category 2 transaction in terms of the JSE Listings
  Requirements, requiring an announcement to be published.

  None of the other steps giving effect to the Restructure require Invicta to take any further action under the JSE
  Listings Requirements.




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5. CONDITIONS PRECEDENT

   Implementation of Step 3 is contingent on the entire Restructure being implemented. In addition, we draw your
   attention to the fact that each Step is subject to the fulfilment of the following conditions precedent which are
   normal for a transaction of this nature:
   5.1 the preceding Step being implemented (except for Step 1, which is contingent on the other Restructure
       agreements being fully signed); and
   5.2 the requisite resolutions being adopted by the relevant entities.

6. FINANCIAL INFORMATION

   The implementation of the Restructure will have no financial effect on the consolidated Group annual financial
   statements, as it is an intra-Group transaction and ISAH is 100% consolidated due to the provisions of IFRS 10.
   The financial information included in this announcement is the responsibility of the Invicta directors and has not
   been reviewed and reported on by Invicta’s auditors.


Johannesburg
15 November 2022

Legal advisor: ENSafrica
Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited




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