Pursuant to the cautionary announcement by Bank Windhoek Holdings Limited published on NENS dated 28 January 2014, Bank Windhoek Holdings Limited advised it shareholders on 18 February 2014 that it will acquire the entire issued share capital of Capricorn Asset Management (Proprietary) Limited ("CAM") as at the effective date of 1 January 2014.
In terms of the agreement, Bank Windhoek Holdings Limited will acquire 100% of the issued share capital of CAM as at the effective date. Capricorn Investment Holdings Limited, Nam-mic Financial Services Holdings (Proprietary) Limited and the Bank Windhoek Holdings Group Employee Share Ownership Trust ("the sellers") collectively hold shareholdings totalling 100% in the issued ordinary share capital of CAM as at the effective date. "The transaction is seen as a key enabler towards achieving Bank Windhoek Holding's aim to diversify its business interests. The key motivations for the transaction are to drive synergies between the value offering in the Bank Windhoek Holdings Limited group and CAM; the diversification of Bank Windhoek Holding's income streams; and growth potential", said Christo de Vries, Managing Director of Bank Windhoek Holdings Limited. Bank Windhoek Holdings Limited will purchase the shares from the sellers for a cash consideration of N$128 million, subject to terms as are normal for such a transaction. The effective date of the transaction is 1 January 2014 and all the benefits and risks in respect of the shares shall be deemed to have passed to Bank Windhoek Holdings on the effective date.
The transaction is subject to the fulfilment of certain conditions precedent, including inter alia: the performance of a due diligence investigation to the satisfaction of Bank Windhoek Holdings; approval from the Bank of Namibia; and approval by the Namibia Financial Institutions Supervisory Authority ("Namfisa"). The transaction will become final and binding upon meeting of all the conditions precedent inclusive of the outstanding regulatory approvals. "CAM is one of Namibia's leading asset management companies in the capital and money market industry with N$10.4bn under management as at 31 December 2013. CAM was officially launched in July 2006, as a fully-fledged and licensed local and independent asset management company. The company currently manages and administers 13 unit trust funds and a number of segregated portfolios which amongst others include pension fund mandates. The Bank Windhoek Unit Trust funds constitute the largest portion of the assets under management", said Christo de Vries. Due to the transaction being regarded as a small related party transaction, Bank Windhoek Holdings requested an independent opinion regarding the value of CAM from IJG Securities (Proprietary) Limited ("IJG"). Following their review, IJG expressed the opinion that the transaction is fair and reasonable to all Bank Windhoek Holdings shareholders. The fair and reasonable opinion is available for inspection for a period of 28 days from the date of the announcement at the registered office of Bank Windhoek Holdings. "Bank Windhoek Holdings shareholders should note that the cautionary announcement dated 28 January 2014, is hereby withdrawn", concluded Christo de Vries.