Legae Peresec (Pty) Ltd. made an offer to acquire remaining 66.55% stake in African Phoenix Investments Limited (JSE:AXL) from Zarclear Holdings Limited (JSE:ZCL), Socgen ITF SUI Generis PFP H4 QHF Proprietary Limited, Ancilla Capital (Pty) Ltd and others for approximately ZAR 380 million on February 28, 2020. Legae Peresec will make an offer at an offer price of ZAR 0.4 per AXL share. The offeror confirmed that it has sufficient funds to fully satisfy cash offer. An independent sub-committee of the Board, comprising at least 3 directors of African Phoenix will be formed. This offer is subject to regulatory approval, unanimous resolution by board, appointment of independent expert by African Phoenix, conclusion of a transaction implementation agreement with Legae Peresec and that agreement becoming unconditional in its terms and Legae Peresec, prior to the issue of the circular regulating the delisting and offer, providing an unconditional confirmation and/or bank guarantee to the TRP. As on April 23, 2020, the Board of Directors of African Phoenix has resolved that, subject to securing the requisite approval from its shareholders in a general meeting and the JSE, it would be in the best interests to seek a delisting. Irrevocable undertakings to vote in favour of the delisting and not accept the offer have been received from 39.68% stake holding shareholders. A mandatory tender offer will be triggered by offeror if the offer accepted by more than 35% of shareholders. On May 8, 2020, company distributed a circular to its shareholders relating to the company's delisting on the JSE, a general offer to African Phoenix shareholders and the manner in which the offer and delisting will be implemented and adoption of new investment policy as well as new memorandum of incorporation. Mazars has delivered to the independent board its opinion and independent board, having considered the terms of the offer and, inter alia, the opinion of Mazars, is of the view that the offer is fair and reasonable to shareholders. African Phoenix shareholders who do not accept the offer will remain African Phoenix shareholders in respect of their unlisted shares. On June 8, 2020, the approval of the abrogation of the existing MOI in its entirety and the adoption of the new MOI, Authority to apply for the company's delisting on the JSE, and Adoption of the new investment policy was received and dully passed by shareholders of African Phoenix. Pursuant to approval of delisting resolution, shareholders are further advised that the condition precedent to the offer has been fulfilled and that the offer is wholly unconditional. Offer is expected to close on June 26, 2020. Java Capital acted as corporate advisor for African Phoenix. Mazars Corporate Finance (Pty) Limited. Mazars Corporate Finance (Pty) Limited acted as a fairness opinion provider to African Phoenix.

Legae Peresec (Pty) Ltd. completed the acquisition of additional 22% stake in African Phoenix Investments Limited (JSE:AXL) from Zarclear Holdings Limited (JSE:ZCL), Socgen ITF SUI Generis PFP H4 QHF Proprietary Limited, Ancilla Capital (Pty) Ltd and others for approximately ZAR 130 million on June 26, 2020. The offer was accepted in respect of 314.2 million shares. Legae Peresec (Pty) Ltd. now holds 700 million African Phoenix shares, representing 49.8% of African Phoenix.