Invicta Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1966/002182/06) Ordinary Share code: IVT ISIN code: ZAE000029773 Preference Share code: IVTP ISIN: ZAE000173399 ("Invicta" or "the Company") UPDATE ANNOUNCEMENT REGARDING THE CORPORATE RESTRUCTURING, SPECIAL DIVIDEND AND CAPITAL RAISE 1. Introduction 1.1. Shareholders are referred to the SENS announcement released on 10 November 2014 ( 10 November Announcement ) in respect of: 1.1.1. a corporate restructuring ( Corporate Restructuring ) of Invicta and its subsidiaries ( Group ), which will also include the restructuring of its black economic empowerment ( BEE ) investors interests ( BEE Restructuring ); 1.1.2. the payment of a special dividend of approximately R1,5 billion before dividends tax which, as a consequence of the BEE Restructuring, is expected to be declared to ordinary shareholders of the Company ( Ordinary Shareholders ) in advance of the proposed Capital Raise (as defined hereunder) ( Special Dividend ); and 1.1.3. a capital raise in the form of an underwritten renounceable rights offer to Ordinary Shareholders of approximately R2 billion before costs ( Rights Offer ) and further R500 million before costs by way of a placement of additional cumulative, nonparticipating no par value preference shares ( Preference Shares ) under the existing Preference Share programme memorandum ( Preference Share Placement ),
the Rights Offer and the Preference Share Placement collectively hereinafter referred to as the Capital Raise. 1.2 Further to the 10 November Announcement, shareholders are advised that the board of directors of Invicta ( the Board ) has since resolved to increase the Rights Offer amount by an additional R250 million so as to raise a total of R2.25 billion ( the Rights Offer Increase ). 1.3 In light of the positive market responses received subsequent to the 10 November Announcement, the Board considered and approved the Rights Offer Increase on the basis that it will further enhance Invicta s ability to pursue its acquisition strategy, both locally and abroad. 2. Corporate Restructuring and Special Dividend The proposed terms and conditions of the Corporate Restructuring (which includes the BEE Restructuring) and the Special Dividend as set out in the 10 November Announcement have not changed and remain as previously announced. 3. Capital Raise 3.1. Following the Rights Offer Increase, the salient terms and conditions of the Rights Offer are expected to be as follows: 3.1.1. Ordinary Shareholders will be offered the right to subscribe for approximately 32 608 696 (thirty two million six hundred and eight thousand six hundred and ninety six) new Invicta ordinary shares ( Ordinary Shares ) in the share capital of Invicta ("Rights Offer Shares"); 3.1.2. the subscription price per Rights Offer Share ( Subscription Price ) will be the lower amount of:
3.1.2.1. R69 (sixty nine Rand) per Rights Offer Share ( Expected Issue Price ); and 3.1.2.2. the prevailing 30-day volume weighted trading price of Ordinary Shares ( 30-Day VWAP ) as at the last practicable date, which date is expected to be on or before 16 January 2015 ( the Last Practicable Date ) less the proportionate amount of the Special Dividend per Ordinary Share ( the Minimum Rights Offer Price Arrangement ); 3.1.3. the Minimum Rights Offer Price Arrangement is a condition to the Underwriting Agreements and Irrevocable Commitments (details of both are set out in paragraphs 3.1.4 and 3.1.5 below) and will only become applicable in the unlikely event that the Minimum Rights Offer Price Arrangement is below the Expected Issue Price as at the Last Practicable Date, in which event: 3.1.3.1. the Subscription Price will be adjusted to be equal to the Minimum Rights Offer Price Arrangement; or 3.1.3.2. the Company has the right to cancel the Rights Offer altogether; 3.1.4. Ordinary Shareholders of Invicta representing approximately 72% of the total issued Ordinary Shares, excluding Ordinary Shares held in treasury ( Major Shareholders ), have irrevocably committed to vote in favour of the proposed resolutions required to pursue the Capital Raise and to follow their rights under the Rights Offer, subject to the Minimum Rights Offer Price Arrangement ( Irrevocable Commitments ); 3.1.5. insofar as the remaining Rights Offer Shares over and above the Rights Offer Shares committed for by the Major Shareholders in terms of the Irrevocable
Commitments ( Remaining Rights Offer Shares ) are concerned, Invicta entered into separate underwriting agreements with Laurium Capital Proprietary Limited, 36ONE Asset Management Proprietary Limited, Soundprops 1091 CC (an entity associated with Mr. Arnold Goldstone) and Titan Financial Services Proprietary Limited (an entity associated with Dr. CH Wiese) ( Underwriters ), whereby the Underwriters have collectively agreed to proportionately subscribe for any Rights Offer Shares forming part of the Remaining Rights Offer Shares that are not taken up by Ordinary Shareholders under the Rights Offer ( Underwriting Agreements ); and 3.1.6. the cumulative effect of the Irrevocable Commitments and the Underwriting Agreements is that all the Rights Offer Shares will be taken up. 3.2. The proposed terms and conditions of the Preference Share Placement (being an amount of R500 000 000) as set out in the 10 November Announcement have not changed and remain as announced therein, save for an increase of the authorised but unissued Preference Share Capital to 18 000 000 (eighteen million) authorised Preference Shares as opposed to 12 500 000 (twelve million five hundred thousand) as previously announced. The rationale for the increase is to have additional authorised but unissued Preference Share Capital available for potential future issues. 3.3. The final terms of the Capital Raise will be communicated to Ordinary and Preference Shareholders ( Shareholders ) on or before the Last Practicable Date and will be subject to inter alia Shareholders passing the resolutions required to implement the Capital Raise and the necessary JSE approvals being obtained.
4. Approvals required and Postage of Circular 4.1. As set out in the 10 November Announcement and pursuant to the implementation of the Capital Raise, certain approvals (including in terms of s41(3) of the Companies Act, 2008) will be sought from: 4.1.1. Ordinary Shareholders in terms of section 60 of the Companies Act, 2008 ( Section 60 Notice to ordinary shareholders ); and 4.1.2. Preference Shareholders through the calling of a special general meeting of Preference Shareholders ( Notice of General Meeting to Preference Shareholders ). 4.2. A circular containing the full details of the corporate actions forming part of the Corporate Restructuring and the Capital Raise, the Section 60 Notice to Ordinary Shareholders and the Notice of General Meeting to Preference Shareholders ( Circular ) will be dispatched to Ordinary Shareholders and Preference Shareholders on Monday, 1 December 2014. 4.3. Confirmation of the posting of the Circular and further details of the resolutions as set out in the Section 60 Notice to Ordinary Shareholders and the Notice of General Meeting to Preference Shareholders and important dates and times relating thereto will be communicated to Shareholders in a further announcement on Monday, 1 December 2014. Cape Town 28 November 2014 Corporate Advisor and Lead Transaction Sponsor: Bravura Capital (Proprietary) Limited
Lead Independent Sponsor: Deloitte & Touche Sponsor Services (Proprietary) Limited Legal Advisors: Webber Wentzel Tax Advisors: Edward Nathan Sonnenbergs Inc.