Masawara PLC

("Masawara" or the "Company")

Proposed acquisition

Masawara PLC (AIM:MASA), the AIM Listed investment company, hereby announces that its wholly-owned subsidiary, Masawara Mauritius Limited, has submitted an offer to the Board of Directors of TA Holdings Limited (ZSE:TAHL) ("TA") to acquire the entire issued share capital of TA not currently held by the Masawara Group. Masawara currently owns 41.04% of the issued share capital of TA and proposes to acquire the remaining 58.96% at an offer price of US$0.206 (twenty point six United States cents) per TA share. This equates to a purchase consideration of US$20 million, which will be settled in cash utilising a combination of internal resources and debt funding.

TA is a diversified investment company listed on the Zimbabwe Stock Exchange ("ZSE") that has interests in the insurance sector (in Zimbabwe, Botswana and Uganda), the hospitality sector (in Zimbabwe and Botswana), and in the agro-chemicals sector in Zimbabwe. In the financial year ended 31 December 2013, TA incurred a loss after taxation of US$5.7 million (of which Masawara's share was $3.3 million). The net asset value of TA as at 31 December 2013 amounted to US$47.8 million.

The offer by Masawara is currently under consideration by the Board of Directors of TA. If accepted, a detailed circular will be sent by TA to its shareholders that will incorporate an explanatory statement, the fair and reasonable opinion of the independent financial advisor appointed by the independent directors of TA, and the independent directors' opinion and voting recommendations.

The offer will be implemented through a scheme of arrangement under section 191 of the Companies Act (Chapter 24:03) of Zimbabwe and will be subject to various applicable regulatory approvals in Zimbabwe.

Further announcements providing additional detail to the shareholders of Masawara will be made in due course.

About Masawara

Masawara is a proactive investment company focused on identifying growth opportunities that deliver cash returns both in Zimbabwe and the southern African region. The Company continues to appraise high quality new investment opportunities in Zimbabwe to add to the investment portfolio and is intent on unlocking intrinsic value from the existing investment portfolio.

Contact details

Masawara PLC

Oliver Lutz/Pride Masamba +263 4 751805 (of Masawara Zimbabwe (Private) Limited, Masawara's Investment Advisor in Zimbabwe)

Cenkos Securities plc (Nominated adviser and broker)

Nicholas Wells/Ian Soanes +44 20 7397 8900

Rand Merchant Bank (Lead Financial Advisor and Debt Arranger to Masawara for the offer)

Jan Cronje/Puso Manthatha +27 11 282 8597


This information is provided by RNS
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