SEM BUSINESS PLAN

UNIVERSAL PARTNERS LIMITED

(“UNIVERSAL PARTNERS” OR “THE COMPANY”)

19 July 2016

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TABLE OF CONTENTS

Page

1. Executive summary 32. Corporate data 33. Background 44. Management 45. Nature of business and investment policy 76. Investment case 147. SWOT Analysis 148. Sustainability of the Company 169. Risks 1710. Shareholding and funding 1911. Financial data 1912. Investment Management Agreement 1913. Personnel 1914. Key service providers 1915. Regulatory framework 19

Annexure A Structure Diagram 22

Annexure B Pro Forma Statement of Financial Position 22

Annexure C Forecast Financial Data 24

Annexure D Details of the Initial Investments 27

Annexure E Details of the Directors of the Company 32

Annexure F Details of the Directors of the Investment Manager 36

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1. Executive summary

The Company is a newly incorporated entity that will seek a primary listing on the Stock

Exchange of Mauritius (“SEM”) and a secondary inward listing on the Alternative Exchange of

the JSE Limited (“AltX”).

Universal Partners’ primary objective is to achieve strong capital appreciation in Pounds Sterling

over the medium to long term seeking private equity investment opportunities in high quality,

cash generative businesses that meet the investment criteria set out in the Company’s investment

policy. Universal Partners will be an active shareholder in its investee companies, with

meaningful participation in formulating and monitoring the execution of the business strategy of

each investment. The Company will invest approximately 80% of its capital in Europe, with a

particular focus on the United Kingdom (“UK”), while the remaining 20% of its capital may be

earmarked for investment opportunities elsewhere.

Universal Partners has a medium- to long-term investment horizon and is of the view that the

current volatility in the macro-economic environment for the European Union (“EU”) and UK

will return to stability. While it is probable that the uncertainty created by the UK voters’ decision

to leave the EU will last for the next year or two, once the exit process from the EU has been

completed, the Company expects the UK to revert to being a dynamic, well regulated economy

and attractive market for investments. As a patient investor, Universal Partners is positive about

the medium- to long-term prospects for the UK and the Company intends to pursue its stated

investment strategy in spite of short term uncertainty.

Universal Partners is led by an experienced board and Investment Committee.

The Company will utilise the services of an investment manager, ARGO Investment Managers

(the “Investment Manager”), to manage the investment of its assets and to provide ongoing

advice and assistance that will enable the Company to achieve its investment objectives. The

relationship between these parties will be governed by a formal investment management

agreement, more fully described in 12 below.

Universal Partners conducts its business from Mauritius, taking advantage of the business-

friendly environment, the numerous double-tax agreements that Mauritius has with most of the

jurisdictions that the Company will invest in, and allowing access to a global investor base.

Universal Partners intends to raise an initial capital amount of GBP 80 million upon listing on

the AltX.

2. Corporate data

2.1. Name of Company: Universal Partners Limited

2.2. Company Registration Number: 138035

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2.3. Registered Address: c/o Intercontinental Trust Limited, Level 3

Alexander House, 35 Cybercity, Ebene 72201,

Mauritius

2.4. Date of incorporation 25 April 2016

2.5. Regulatory Bodies: Once listed, the SEM, the JSE Limited (“JSE”) and

the Mauritian Financial Services Commission

(“Mauritian FSC”)

2.6. Constitutive Document: Constitution

2.7. JSE Sponsor (in terms of JSE

Listing Requirement 18.7):

Java Capital Trustees and Sponsors

2.8. Subsidiaries None

2.9. Investment Manager ARGO Investment Managers

2.10. Company Administrator Intercontinental Trust Limited

3. Background

The Company was incorporated and registered in Mauritius on 25 April 2016 in accordance with

the Mauritian Companies Act 2001 and the Financial Services Act 2007 of Mauritius.

The Company’s shares are not currently listed on any stock exchange. It is envisaged that the

Company will seek to list its shares on the SEM and the AltX.

The Company intends investing the proceeds from the capital raised prior to listing on the SEM

in listed global equities, as detailed in Annexure D. In terms of investment pipeline, the Company

is confident of the significant scale and scope of opportunities that exist in the market segment

being targeted and have identified a number of opportunities that appear interesting. Recognising

that the kind of investments targeted by the Company necessarily involve robust and lengthy due

diligence, legal and regulatory compliance processes, it is the Company’s intention to make its

first significant investment within six months of listing on the AltX.

The Investment Manager was incorporated and registered in Mauritius on 11 July 2016 in

accordance with the Mauritian Companies Act 2001 and the Financial Services Act 2007 of

Mauritius. The Investment Manager has an Investment Advisor (unrestricted) licence issued by

the Financial Services Commission.

The group structure is set out in Annexure A.

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4. Management

The members of the boards of both the Company and the Investment Manager have a long and

successful track record of investing in and/or managing a variety of businesses, enabling them to

provide strategic guidance to investee companies. Set out below are the high level details of the

key executives and key management of the Company and the Investment Manager. Further

details of all the directors of the Company and the Investment Manager are set out in Annexure E

and Annexure F, respectively. It is anticipated that certain directors will invest in Universal

Partners by participating in the capital raising to be undertaken on either the SEM or JSE listing,

however the extent of any such investments have not been determined.

4.1 Executive Directors

- Pierre Joubert (B.Comm, CA(SA)) is the CEO of the Company. Pierre joined the Richmark

Group of companies in November 2015 in the position of Chief Investment Officer.

Previously, Pierre spent 13 years at Rand Merchant Bank (RMB), a division of Firstrand

Bank Limited, fulfilling various roles including those of senior transactor in the Corporate

Finance division, 5 years as the Head of the Equities division and 3 years as the Co-Head

of the Global Markets division. Pierre has been a member of the RMB Investment

Committee for the last 10 years, a position he continues to hold. He is also a member of the

Ashburton Private Equity Fund 1 investment committee. Pierre is currently a South African

resident but intends relocating permanently to Mauritius.

- David Vinokur (B.Comm, B.Acc CA(SA)) is the CFO of the Company. In addition to his

role as CFO, David is CEO of Global Capital (Pty) Ltd, having joined in February 2004.

His portfolio consists of a diverse range of private companies in many industries. David

currently sits on the Board of Global Capital (Pty) Ltd, National Airways Corporation (Pty)

Ltd, Informal Solution Providers (Pty) Ltd (Informal Solutions), KNR Flatrock (Pty) Ltd,

Quantified Living Products (Pty) Ltd, Abela (Pty) Ltd, SAIL Group (Pty) Ltd, Revfin (Pty)

Ltd, Global Capital Empowerment (Pty) Ltd and Blue Chip Holdings (Pty) Ltd. He has

previously been on the Board of Morecorp (Pty) Ltd (comprises the World of Golf, Pro

Shop and Cycle Lab), Du Pont Telecom (Pty) Ltd, Pilot Crushtec (Pty) Ltd and Cell

Network (Pty) Ltd. David is also a member of the Investment Committees of Global Capital

(Pty) Ltd, Global Empowerment (Pty) Ltd, Revfin (Pty) Ltd and Abela (Pty) Ltd. David is

a South African resident.

- Andrew Birrell (Bachelor of Business Science (Actuarial)) is an executive director of the

Company. Andrew has over 26 years’ experience in various executive and non-executive

roles, across the life insurance, general insurance, health insurance, stock broking, asset

management, and retail online banking industries, in South Africa, the UK, Scandinavia,

Canada, Ireland and Australia. He assumes the role of chairman of Assupol Life Limited

and Assupol Holdings Limited, both based in South Africa, with effect from 1 July 2016.

His previous roles include CFO of Guardian Financial Services, Group Chief Actuary and

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Group CRO of Old Mutual plc, COO and CFO of Investec Securities Limited and CFO of

Capital Alliance Holdings Limited and Capital Alliance Life Limited. Andrew is a British

and South African national and resides in London.

4.2 Non-Executive Directors

- Larry Nestadt is a non-executive of the Company and will serve as Chairman. Larry has a

long and successful corporate career, both in South Africa and internationally. Larry is a

co-founder and former Executive Director of Investec Bank Limited. In addition, Larry

assisted in the creation and strategic development of a number of listed companies such as

Capital Alliance Holdings Limited, Super Group Limited, HCI Limited, SIB Holdings

Limited and Global Capital Limited. He is the current Executive Chairman of Global

Capital (Pty) Ltd. Larry is the current Chairman of the Morecorp Group, Melrose Nissan,

SellDirect Marketing (Pty Ltd), Placo Holdings (Pty) Ltd, National Airways Corporation

(Pty) Ltd and Blue Label Telecoms Ltd. Larry is a South African resident.

- Marc Ooms (BSc Business Administration) was General Partner of the Petercam Group, a

Benelux Investment Bank and the region’s largest independent broker and private bank

with €15 billion under management, managing-director of Petercam Belgium N.V. and

Chairman of Petercam Bank Nederland. He retired at the age of 60 at the beginning of 2011.

Today he is a member of the Board of Directors of (i) Sea-Invest Corporation (Luxemburg),

the largest European stevedoring group in bulk and fruit which is also active in Africa, (ii)

BMT International NV (gears, transmissions, aeronautics, moulds for the glass industry),

(iii) Greenyard Foods NV (world leader in distribution of fresh, frozen and canned food,

listed on Euronext), (iv) Baltisse NV (a private equity fund with €2 billion under

management), (v) The Fruit Farm Group NV (fruit farms in Argentina, Brazil, Costa Rica,

Suriname, Turkey and South Africa). Marc is a Belgian resident.

- Neil Page (B.Comm, CAIB (SA), Dip SAIM) has gained extensive experience in

commercial banking including retail, corporate and international banking. Neil has

specialised in private equity since 1985, when he joined the MBO division of Barclays

Merchant Bank, which subsequently became Firstcorp Capital, the forerunner of Ethos

Private Equity (Pty) Ltd. In 1989 he co-founded what is today RMB Corvest, a leading

private equity investor in South Africa. Neil has been the Managing Director of this

company from its inception. Neil sits on the boards of a number of the RMB Corvest

investee companies, as well as the subsidiary companies making up the RMB Corvest

Group of Companies. Neil has been a member of the RMB Investment Committee for a

number of years, a position he continues to hold. Neil is a South African resident. - Peter Gain (B. Bus Sc. (Hons)) is an experienced entrepreneur who has over the past two

decades built businesses, led a number of significant corporate transactions, fund raisings, listings, asset sales, mergers and group restructurings in sectors as diverse as mining and resources, agriculture and food processing, warehousing and logistics, telecoms and media, dental and medical services, financial services and funds management. In addition to his current directorship activities within the Belgian listed Greenyard Foods NV Group, Peter

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is the Chairman of Draper Gain Investments Ltd, Newnham Ellis Limited and Dentex Healthcare Group Limited, all investment groups focusing on private equity opportunities in the United Kingdom. He is also the Deputy Chairman of General Pacific Capital Limited, a trust and financial services group based in Monaco, and serves as a board member on various privately held companies around the world.

- Andrew Dunn (B.Comm) is the Group CEO of Richmark Holdings and Executive

Chairman of DNI. Andrew began his career in 1994 by founding Miltrans, a logistics

business which he later sold to Super Group. On leaving Super Group he joined the Premier

Foods MBO, which was later sold to Brait S.A.

He jointly founded DNI in 2006. He was appointed as the Group CEO of Richmark

Holdings in February 2013. Andrew sits on various Boards, notably Barloworld Transport

Solutions and National Airways Corporation. Andrew is a South African resident.

- Françoise Chan (MSc DEA TEP) is an Executive Director of Intercontinental Trust Ltd

(ITL). She joined the Global Business Sector in Mauritius in1994 and has since been

assisting multinationals, fund managers and high net worth individuals in the structuring

and administration of companies, funds and trusts in Mauritius. Prior to joining ITL,

Francoise held senior positions in a management company, which was the local

representative firm of Arthur Andersen, and in the International Banking Division of

Barclays Bank Plc. Françoise is a member of both the International Fiscal Association

(IFA) and the Society of Trust and Estate Practitioners (STEP) and serves as director on

the board of several Global Business companies. Françoise is a Mauritian resident.

- Kesaven Moothoosamy (FCCA BSc) was until June 2016, a Senior Manager in the Capital

Markets Advisory team of ITL. For the past 11 years, in the Mauritius financial services

industry, he has acquired experience ranging from fund formation and administration, fund

accounting, Mauritius regulatory matters, investment structuring, transaction advisory to

capital raising and listing on Securities Exchanges. He is actively involved on various

initiatives to enhance the attractiveness of the Stock Exchange of Mauritius. He is also a

board member of SEM listed companies and a number of funds established in Mauritius.

He graduated from the University of Mauritius with a B.Sc (Hons) in Accounting with

Information System. He is also a fellow member of the Association of Chartered Certified

Accountants UK (FCCA), a member of the Mauritius Institute of Professional Accountants

(MIPA) and Member of the Mauritius Institute of Directors. (MiOD).

5. Nature of business and investment policy

5.1. Overview

Universal Partners is an investment holding company that will seek private equity

investment opportunities in high quality, cash generative businesses across Europe, with

a particular focus on the UK. The Company’s medium- to long-term objective is to

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achieve sustained growth in its net asset value per share, measured in Pounds Sterling,

in excess of 8% per annum.

It is the Company’s intention to participate in certain carefully selected investment

opportunities, using the investment skills and established networks of its experienced

board of directors, which includes Marc Ooms, the founder of the Company and an

experienced investor, banker and private equity deal maker in the EU, and an investment

management team that is similarly well known and that has an established track record

in South Africa and the UK.

The Company’s board of directors further believes that economic growth in the Southern

African region is likely to remain subdued for the foreseeable future. As a consequence,

they anticipate that there are likely to be more attractive investment opportunities in

Europe and the UK during the coming years. As such, it is anticipated that the Company

will represent an attractive investment to investors and that it will be able to raise

significant capital in South Africa via a secondary listing on the JSE.

The Company will use the services of the Investment Manager to help source and

manage investment opportunities. The members of the Investment Committee and the

Investment Manager are experienced investors who have successfully concluded and

realised investments across different industrial sectors, both within South Africa and

internationally.

The Company’s investment objectives will be achieved by primarily investing in

businesses where Universal Partners is able to provide both capital and strategic

direction. As the objective of the Company is to provide shareholders with attractive

medium- to long-term capital growth, the board does not intend to declare regular

dividends.

The Company anticipates a market capitalisation of at least GBP 280 000 000 within

three years of listing on the SEM, assuming shares continue to trade at GBP1.00 per

share.

5.2. Investment policy

Universal Partners, together with the Investment Manager, will seek to invest in

companies that demonstrate the following important attributes:

- A robust, easily understood business model

- Clear competitive advantages, typically provided by an enhanced customer

experience, a lower cost base and/or technological leadership

- Strong and sustainable profitability, combined with a high cash conversion ratio

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- High quality, experienced management who demonstrate a strong cultural fit with

Universal Partners and its Investment Manager

- The acquisition of a meaningful shareholding (generally 25% or more,

independently or in a consortium) in the investee company, so that Universal

Partners is able to influence and monitor the strategy and performance of the

investee company

- Appropriate alignment of interests and incentives between Universal Partners, its

Investment Manager and the management and staff of the investee company

- Long term growth potential

Universal Partners’ investments may include appropriate opportunities in listed equity

securities, unlisted or over-the-counter equity securities, derivatives of such securities

and direct investments in listed or unlisted businesses. In order to maximise the yield on

its unutilised cash resources, the Company will invest these funds in a prudent

combination of bank deposits and suitable short term money market instruments.

Without being exhaustive, Universal Partners expects that it will focus on the following

sectors as initial potential areas of investment opportunity:

- Manufacturing

- Distribution, supply chain management and logistics

- Cellular industry and related activities

- Financial services

- Retail

- Property. The Company intends to include property as an investment asset class,

either as a standalone investment or as a way of achieving better alignment with its

investee companies in cases where they own their buildings and facilities.

Equally, there are industries such as mining and related beneficiation activities where

the directors of the Company have no particular expertise or experience, and it is highly

unlikely that investments will be made in these sectors.

Universal Partners will make use of conservative levels of financial gearing in its

underlying investments, where appropriate. The nature and extent of gearing used in each

case will be determined by the cash generation ability of the investment.

Universal Partners will seek to build a portfolio of investments that meet the criteria set

out above while also providing an appropriate level of diversification across different

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industries and asset classes. It is the directors’ intention to invest between GBP

10 million – GBP 30 million in respect of any given opportunity and that no single

investment should constitute in excess of 20% of the overall value of the investment

portfolio. There may be times when this threshold is breached temporarily, but it is not

intended that such breach will continue for an extended period.

5.3. Anticipated investment opportunities

In addition to its intended holding of equities in a listed private equity fund in the UK

(as detailed in Annexure D), the Company and the Investment Manager have undertaken

initial research in the UK market and have identified a number of investment

opportunities that appear interesting. One example of such an identified opportunity is a

small-cap furniture manufacturer and retailer (listed on the LSE) with a proven business

model and a long history. Based on the research conducted to date, it appears that the

supply chain in this business can be improved markedly, as can the inventory

management and the merchandising format. There may also be an opportunity to supply

goods from South Africa that are manufactured by local businesses that are well known

to the directors of Universal Partners. This potential opportunity was highlighted to

Universal Partners by an investment partner that is part of its network in the UK. Should

a decision be taken to pursue this opportunity, the Company will invest alongside its

partner and will together play a pro-active role in setting and monitoring the execution

of a revised strategic plan for the investee company.

More generally, during a recent visit to the UK, representatives from the Company and

the Investment Manager met with a number of parties who are part of a network of

potential investment partners. In all cases, its partners confirmed their desire to work

with Universal Partners and also highlighted the significant scale and scope of

opportunities that exist in the market segment that is being targeted.

Recognising that the kind of investments targeted by the Company necessarily involve

robust and lengthy due diligence, legal and regulatory compliance processes, it is the

Company’s intention to make its first significant investment within six months of listing

on the AltX.

5.4. Investment process

As set out in 12 below, Universal Partners will conclude an investment management

agreement with the Investment Manager, appointing that entity as the sole investment

manager for the assets of the Company.

Universal Partners’ investment policy set out in 5.2 will provide a guideline to the

Investment Manager in selecting and recommending potential acquisitions and disposals.

Final decisions regarding acquisitions and disposals will be taken by the Investment

Committee, acting under a delegated mandate from the board, with due regard to the

Company’s investment policy and objectives.

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In seeking new investments, the Company intends focusing on sectors where the

directors and/or the Investment Manager have proven experience and expertise and are

able to add value to the business activities of the investee company. In cases where the

Company chooses to invest alongside an investment partner, the directors will ensure

that the chosen partner brings the necessary skills and experience to the management of

each investment.

The primary office of the investment manager will be established in Mauritius, headed

by Pierre Joubert, who is permanently relocating to Mauritius in January 2018. The

investment manager will also establish an office in London, headed by Andrew Birrell

and assisted by an appropriately skilled team.

The Company is confident that its on the ground presence in the UK, combined with the

extensive partner network and the significant size of the UK and European economies

will translate into a large number of potential investment opportunities.

5.5. Benefits of investment policy

The implementation of the above investment policy will allow Universal Partners

shareholders to access a portfolio of high quality, cash generative businesses that should

produce superior returns over the medium- to long-term. An investment in Universal

Partners also provides a degree of currency diversification as well as access to an

investment jurisdiction that is not readily available.

In most instances, investors are only able to access equivalent investment opportunities

by investing in a private equity fund. The board believes that its investment model avoids

some of the obvious constraints of the fund model, such as a high minimum initial

investment size, extended lock-up periods with very low levels of liquidity, as well as

pressure to dispose of investments as the fund expiry date approaches.

Being a listed entity, Universal Partners will enjoy the benefits of a more permanent form

of capital, allowing greater flexibility in the investment holding period.

5.6. Geographic jurisdictions for investment

Universal Partners will invest approximately 80% of its capital in Europe, with a

particular focus on the UK. The remaining 20% of its capital may be invested in other

jurisdictions.

Universal Partners has a medium- to long-term investment horizon and is of the view

that the current volatility in the macro-economic environment for the EU and UK will

return to stability. While it is probable that the uncertainty created by the UK voters’

decision to leave the EU will last for the next year or two, once the exit process from the

EU has been completed, the Company expects the UK to revert to being a dynamic, well

regulated economy and attractive market for investments. As a patient investor,

Universal Partners is positive about the medium- to long-term prospects for the UK and

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the Company intends to pursue its stated investment strategy in spite of short term

uncertainty.

In fact, the volatility, together with negative market sentiment, has resulted in short term

pricing pressure across all UK assets and may well present potential buying opportunities

for the Company. In the short term, the appreciation of the MUR and ZAR relative to the

GBP also works in favour of Mauritian and South African based investors.

5.7. Industry overview1

The activity of identifying, completing and realising attractive private equity investments

is highly competitive. Universal Partners will be competing for investments with a wide

range of market participants, including private equity investors, trade buyers and the

public equity markets. Asset valuations fell marginally across Europe during 2015, but

remain near all-time highs due to the substantial amount of money available for

investment across the continent.

The Global Entrepreneurship Index (GEDI) 2015 ranks the UK as the most

entrepreneurial market in Europe and the fourth globally. From a business sector

perspective, the UK occupies a leading position in financial services, business services

and technology.

The UK is also the largest private equity market in Europe, attracting substantially more

industry participants and deal flow than any other country in the EU. The reasons for this

are varied, but include a strong legal, regulatory and cultural environment, with good

access to capital and a large pool of the requisite managerial and professional skills. Over

the last decade, UK private equity has generated returns of 14.9% - nearly double that of

UK Pension Fund Assets and the FTSE All-Share, which generated returns of 7,8% and

7,6%, respectively.

It is common cause that the private equity industry in Europe and the UK is a competitive

space, with some 1700 venture capital and private equity funds operating across the

continent, of which 577 funds are based in the UK. These funds have a significant

amount of capital to deploy, with recent estimates being that an amount of GBP 41 billion

is available for investment in the UK alone.

The following factors make the UK an attractive investment destination:

1 The following sources have been used in compiling the information set out in 5.7:

- British Private Equity and Venture Capital Association – Performance Measurement Survey 2014 - Global Entrepreneurship Index 2015 (GEDI) – EU countries - Companies House via FAME - The UK Office for National Statistics - Global Private Equity Report 2016 – Bain & Company

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5.7.1. Large number of entrepreneurial businesses with attractive growth

opportunities

There are currently around 50 000 companies in the UK that have an annual

turnover of between GBP 5 million and GBP 25 million, with a typical

enterprise value of between GBP 10 million and GBP 50 million. The top

quartile of these companies have shown average growth in turnover of

around 30% over the last 5 years. It is therefore clear that there is a large

target market available for an investment strategy that focuses on smaller,

high growth companies.

5.7.2. Macro-economic strength of the UK

The UK is the world’s sixth largest economy and the second largest in

Europe after Germany. It’s 2.2% growth in GDP in 2015 put the country

as one of the fastest growing G7 economies.

5.7.3. Largest and most active private equity market in Europe

The UK is the largest and most attractive private equity market in Europe,

accounting for around one third of all European private equity deals

concluded over the last 5 years. It is highly advanced and has a well-

developed transactional infrastructure, including a supportive legal and

regulatory system and a sophisticated network for advisory services and

funding.

5.7.4. Low competition in target-size investments

Universal Partners and the Investment Manager believe that by targeting

smaller companies, they will be accessing a niche of the market that offers

attractive target companies and which is currently under-serviced. The

Basel 3 banking regulations have all but driven banks out of this space,

while the medium to large private equity players are focused on concluding

larger deals. While there is certain to be competition in the smaller

company sector, the large pool of investable companies should provide

ample opportunities. Where appropriate, there is also an intention to

partner with established, reputable private equity firms and other investors

that share Universal Partners’ investment philosophy.

The Investment Manager intends to establish a physical presence in London, staffed by

suitably qualified permanent employees who will be tasked with maintaining existing

relationships and building new ones in order to provide Universal Partners with access

to deals that meet its investment criteria.

Universal Partners believes that its focused approach, the proven skills and experience

of its Investment Committee and the directors of the Investment Manager, as well as its

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established network in the main jurisdictions that it intends to operate in, will enable it

to be successful.

5.8. Marketing

Universal Partners will not undertake any direct marketing of its business, but will rather

access opportunities via its established network in Europe and the UK. In addition, and

where appropriate, the Company will partner with like-minded, established players in its

target market, thereby increasing its network of contacts.

It is anticipated that an initial capital raising will be undertaken by Universal Partners at

the time of listing on the JSE, by way of a private placement to selected investors. These

offers for subscription will not constitute an offer to the public, but will be made by

invitation only to a small number of investors invited to participate in the offers. To this

extent, the Company has received non-binding commitments from certain investors to

subscribe for new shares offered through the initial capital raisings. Although it is not

initially expected that the Company will be ‘widely’ held, it will be sufficiently so for

the relevant listings requirements of the SEM and the JSE.

Following the initial capital raisings, and to the extent that Universal Partners requires

equity funding, it is anticipated that the Company will seek to raise capital through the

further issuance of new shares, either by way of private placements to invited investors

only, rights issues, or through offers to the public to subscribe for shares in the Company,

to new and/or existing shareholders. The choice of scheme through which new shares

are offered and to whom the shares are offered will be dependent upon inter alia:

regulatory requirements; the growth stage of the Company; the financial position of the

Company; the quantum of funding required, both relative to the Company size and in

absolute terms; and the composition of the Company’s share register at the time that new

capital is raised. The Company will not be restricted in terms of the jurisdictions in which

it markets its shares, unless otherwise required by relevant laws and regulations;

however, it is expected that the South African investor base will remain a key target for

such marketing exercises.

In marketing its shares, the Company may prepare marketing materials and undertake

investor education sessions where necessary. To the extent required by applicable

regulations, the Company may also be required to produce revised listing particulars

and/or prospectuses.

6. Investment case

6.1. Benefits of Mauritian entity

Universal Partners conducts its business from Mauritius, taking advantage of the

business-friendly environment, the numerous double-tax agreements that Mauritius has

with the main jurisdictions that the Company will invest in, and providing access to a

global investor base.

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6.2. Benefits of a dual listing

While a primary listing on the SEM will provide access to a global investor base that

views Mauritius as an attractive investment destination, the board is of the strong opinion

that Universal Partners will present an attractive opportunity to South African investors

who desire diversification against the risks arising from low growth on the domestic

front. The listing of Universal Partners on the AltX will present South African investors

with an opportunity to access a class of investments that is not readily available to them.

In addition, the dual listing will provide the Company with the following benefits:

- Broaden its investor base and source additional capital to fund growth aspirations

- Raise potential investors’ awareness of the Company

- Improve the depth and spread of the shareholder base of the Company, thereby

improving liquidity in the trading of its securities

- Provide invited investors with an additional market for trading the Company’s

shares

7. SWOT Analysis

7.1. Strengths

- Strong and experienced board of directors and Investment Committee

- Experienced Investment Manager which comprises a team with a track record of

delivering superior returns

- Ability to collaborate with an established network of partners in Europe and the

UK

- Ability to take long-term investment decisions without the constraints imposed by

the traditional private equity fund structure

7.2. Weaknesses

- Due to Universal Partners being a new entity, the Company does not have an

established track record in making investments in the targeted jurisdictions of

Europe and the UK; however the individuals involved in the business do have an

established track record in these jurisdictions.

7.3. Opportunities

- In an effort to increase their return on capital, banks in Europe and the UK continue

to reduce their exposure to smaller companies in those jurisdictions; this trend

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creates funding and investment opportunities for private equity investors such as

Universal Partners.

- Many of the board members and investment advisors are experienced owners and

operators of businesses in South Africa and in Europe. Universal Partners believes

that the proven management and investment skills of its Investment Committee

members and investment advisors can be applied to its investee companies.

7.4. Threats

Universal Partners is competing for opportunities in a fiercely competitive field, against

established and respected participants.

8. Sustainability of the Company

Universal Partners is guided by a strong, experienced board of directors who provide the

necessary guidance for and oversight of its investment activities. The board and the targeted

investors in the Company share a vision of creating a business that will deliver attractive growth

in net asset value over the medium- to long-term. This objective will be met by ensuring that the

Company makes investments in accordance with its stated investment policy. In addition, the

Company and the Investment Manager will be actively involved in setting the strategic objectives

of each investee company and ensuring that the management teams of these companies

implement their respective strategies.

Universal Partners is confident that it will add value to investee companies by providing them

with appropriate strategic input, as well as the capital required to achieve their growth objectives.

The application of these investment principles across an appropriately diversified portfolio of

investments provides investors with a compelling opportunity that is likely to deliver returns in

excess of 8% per annum over the medium- to long-term.

A further attraction of the Company’s investment model is that investors are able to access this

investment opportunity via a listed vehicle that provides some degree of liquidity. Generally, this

type of investment is only available in a private equity fund format, requiring substantial initial

contributions and offering almost no liquidity. Universal Partners’ model also provides

diversification in terms of both currency and investment jurisdiction.

The Company believes that its robust business model, combined with the skill and experience of

its board members and the Investment Manager, will result in attractive returns to shareholders.

This should translate into strong shareholder support for both the initial and subsequent capital

raisings.

17

9. Risks

The following risks are relevant to Universal Partners’ business:

9.1. Failure to raise capital

The Company is considering a listing on the JSE. In the event that the Company is unable

to list on the JSE and hence not able to raise additional amount of capital, the Company

will maintain its listing on the SEM and may consider alternative exchanges for listing,

in order to broaden its investor base and source additional capital to fund growth

aspirations.

Other than the GBP 80 million in additional equity capital that is intended to be raised

by way of private placement at the time of the Altx listing, the Company may undertake

periodic equity capital raisings as the board considers appropriate in order to meet the

investment goals and strategy of the Company. Although there is always a risk that the

Company does not raise the capital they intended to, any failure to do so would not

impact on the overall operation of the Company.

9.2. Higher risk inherent in investment in unlisted securities

Universal Partners will typically invest in companies whose securities are not listed on

a securities exchange. Such companies are unlikely to be subject to the same disclosure

and governance standards that are generally applicable to listed businesses. These

investments may be difficult to value and to sell and the risk of investing in such

companies is generally higher than investing in listed or publicly traded companies.

The Company will mitigate this risk by ensuring that it follows a robust investment

process, including appropriate levels of due diligence and an active presence on the board

of investee companies.

In addition, due to the permanent capital structure and no defined period or term in which

the Company is required to exit the investments, the Company is able to exit the

investments at the right time in order to maximise value.

9.3. Investments may be sold at prices below acquisition cost

There can be no assurance that the Company’s investments will be sold at prices that

exceed their acquisition cost. Future performance, market conditions and political and

economic conditions are uncertain and may require the disposal of an investment at a

price below its acquisition cost.

The Company will mitigate this risk by paying a fair price for its investments and

ensuring that it is not put under undue pressure to sell an investment at the wrong time

in an economic cycle.

18

In addition, due to the permanent capital structure and no defined period or term in which

the Company is required to exit the investments, the Company is able to exit the

investments at the right time in order to maximise value.

9.4. Universal Partners may invest a portion of its assets in smaller less established

companies

Investment in such companies may involve greater risks than are generally associated

with investments in more established companies. Less established companies tend to

have smaller capitalisations and fewer financial resources and are accordingly more

prone to financial failure. Such companies also have shorter operating histories on which

to judge future performance and may face start-up related difficulties that are not faced

by established companies. Universal Partners has not established any minimum

capitalisation or trading history for the companies in which it will invest.

The Company will mitigate this risk by ensuring that its portfolio of investments is

appropriately diversified and that smaller investments constitute a relatively small

portion of its overall assets.

9.5. Universal Partners may invest alongside third parties, including consortia of

private equity investors, joint ventures or other entities

Such investments may involve risks in connection with such third party involvement,

including the possibility that a third party co-venturer may experience financial, legal or

regulatory difficulties, resulting in a negative impact on such investment. There is also a

risk that a third party investor’s investment objectives may diverge from those of

Universal Partners.

The Company will mitigate this risk by following a careful selection process as regards

third party investors and ensuring that the terms of its relationships with them are

regulated by means of appropriate legal agreements.

9.6. Each investee company’s day-to-day operations will be the responsibility of the

investee company’s own management team

Although Universal Partners, through its Investment Manager, will be responsible for

monitoring the performance of each investee company, there can be no assurance that

the management team of each investee company will be able to execute in accordance

with the Company’s approved business plan.

Universal Partners will mitigate this risk by investing in companies with strong,

competent management teams and by securing, where practicable, the right to make

changes to the management team should this become necessary. The Company will also

incentivise the management of investee companies so as to create an alignment of

interests. These incentives will include long term incentives and vesting periods where

possible. Universal Partners will also ensure that the management of the underlying

businesses sign appropriate service and restraint of trade agreements.

19

10. Shareholding and funding

On incorporation, the Company was capitalised by 100 ordinary shares of no par value in an

amount of GBP 1.00 each, all of which were issued to Marc Ooms. Marc is an investor in

European markets, offering access to UK and European investment opportunities, further details

of whom are included in Annexure E. Prior to listing on the SEM, a further 450 000 shares will

be issued.

The proceeds of the capital raised since incorporation will be invested in listed securities, as

detailed in Annexure D.

On listing on the AltX, the Company intends to raise the ZAR equivalent of GBP 80 million in

additional equity capital through the issue of new shares by way of private placement. The

proceeds of such private placement will be invested in line with the Company’s investment

policy, as detailed in paragraph 5 above.

Thereafter, the Company will undertake periodic equity capital raisings as the board considers

appropriate in order to meet the investment goals and strategy of the Company.

On listing on the JSE, the Company anticipates completing a private placement with sufficient

number of shareholders in order to meet both the SEM and AltX’s spread requirements.

11. Financial data

Annexure B sets out the pro forma statement of financial position of the Company taking into

account the impact of the listing on the SEM, the listing on the JSE and the initial private

placement on the financial information of the Company as at 25 April 2016.

The forecast financial statements, set out in Annexure C, are a high-level representation of the

expected statement of financial position and statement of comprehensive income for the financial

periods ending 30 June 2017, 30 June 2018 and 30 June 2019.

The board of directors are of the opinion that the forecast financial information presented is based

on reasonable assumptions and therefore provides potential investors with useful information

regarding their investment decision. Financial forecasts are by their nature uncertain and

therefore no representations or warranties are provided in connection with these forecasts. Details

of the major assumptions used are provided in Annexure C.

The pro forma and forecast financial information is the responsibility of the directors of Universal

Partners. The pro forma and forecast financial information has been prepared using accounting

policies that comply with the International Financial Reporting Standards and that are consistent

with the Company’s anticipated accounting policies.

As the Company is newly incorporated there are no audited historical financial statements.

12. Investment Management Agreement

20

Universal Partners will appoint the Investment Manager to identify and recommend investment

opportunities that meet the criteria set out in the Company’s investment policy, as well as to

manage and supervise the day to day operations of the Company’s business. The agreement with

the Investment Manager will be on an arms-length basis, subject to normal commercial terms

that are typical in the international private equity industry.

Where the Company elects to pursue such opportunities, the Investment Manager will manage

the process of making the investments and reporting on the status and value of each investment

held in the Company’s portfolio at regular intervals, as agreed with the Company’s Investment

Committee. The Investment Manager will also provide ongoing advice for the period that an

investment is held by the Company. Where the Company decides to dispose of an investment,

the Investment Manager will manage the disposal process on behalf of the Company.

In return for providing these services, the Investment Manager will charge the Company an

annual fee, payable quarterly in advance, of 2% of the value of funds invested in long-term

investments and 0.9% of the value of funds invested in short-term liquid investments and/or cash.

In addition, on realisation of each investment, the Company will pay the Investment Manager a

performance fee equivalent to 20% of the net return above a hurdle rate of an IRR of 8% (in

GBP), calculated over the duration of the period that the investment was held. The hurdle rate is

calculated by adding the UK 10 year gilt yield (currently around 1,5%) and an equity risk

premium of 6,5%, reflecting the relatively higher risk and lower levels of liquidity inherent in

private equity investments.

Where the Investment Manager becomes entitled to a performance fee on the realisation of an

investment, 80% of the fee will be paid in cash, with 20% deferred. The deferred amount will be

invested in Universal Partners, by way of the issue to the Investment Manager of such number of

shares in the Company which, at the then market value of such shares, equals 20% of the

performance fee. Such shares will be subject to a lock-up period of three years, calculated from

the date of their issue, during which time the Investment Manager shall not be entitled to sell or

otherwise dispose thereof. On expiry of the lock-up period, the Investment Manager may deal in

those shares without restriction (but in compliance with the SEM and JSE Listings Particulars).

Unless terminated by either party in certain specified circumstances, the appointment of the

Investment Manager will subsist for an initial period of 10 years, whereafter (unless notice is

given otherwise) it will be automatically renewed for a further period of 10 years.

13. Personnel

The board of the Company will be responsible for the management of the Company and strategic

decision-making and implementation. The board will utilise the services of the Investment

Manager to manage both the assets of the Company and the implementation of the investment

objective and strategy described above, in accordance with the terms of the investment

management agreement. Final decisions regarding acquisitions and disposals will be taken by the

Investment Committee, acting under a delegated mandate from the board, with due regard to the

Company’s investment policy and objectives.

21

The Investment Manager will operate with appropriately qualified investment professionals.

Details of the directors of the Company, including those directors on the Investment Committee,

are set out in Annexure E and the details of the directors of the Investment Manager are set out

in Annexure F.

14. Key service providers

14.1. Company Secretary

It is anticipated that the board will leverage off existing operations within its duly

appointed Company Secretary in Mauritius, Intercontinental Trust Limited (“ITL”), and

its associated companies.

ITL is licensed by the Mauritius Financial Services Commission to provide a

comprehensive range of financial and fiduciary services to international businesses. All

administrative business functions of the Company shall be carried out by ITL in

Mauritius.

14.2. Other third party service providers

It is envisaged that the Company will outsource a number of functions to specialist third

party service providers. Such service providers may include, without limitation, investor

relations managers, company administrators, legal counsel, accountants and auditors,

administration and financial service providers, and bankers. The Company may also

employ the services of a global securities broker and custodian for the trading and

custody of listed, unlisted, over the counter securities, and corporate or real estate bonds.

In this regard, the board will engage only with reputable, internationally-recognised

institutions with established track records for the provision of such services.

15. Regulatory framework

The Company will comply with the Listing Rules of the SEM, as its primary regulator, and the

Listings Requirements of the JSE, as its secondary regulator. The Company is fully committed

to complying with The Report on Corporate Governance for Mauritius. Given that the Company

is a GBL1 registered company under the Mauritian Financial Services Act 2007, it is governed

by the Mauritian Companies Act and regulated by the Mauritian FSC.

22

Annexure A

STRUCTURE DIAGRAM

Investors on the

Mauritian Register

Investors on the South

African Register

Universal Partners Ltd

SEM Primary Listing JSE Secondary Listing

ARGO Investment

Managers

Portfolio of private equity

investments

Investment management agreement

Investment management

fee

23

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Annexure B

PRO FORMA STATEMENT OF FINANCIAL POSITION

Set out below is the pro forma statement of financial position of the Company taking into account the impact of the listing on the SEM, the listing on the JSE

and the SA private placement on the financial information of the Company as at 25 April 2016.

Before pro for

adjustments

Adjustments for

the listing on

the SEM

Investment of

net cash raised

Adjustments for

listing on the

JSE and SA

private

placement

Adjustments for

the payment of

listing costs and

raising fees

Pro forma after

the listing on

the JSE and the

SA private

placement

GBP GBP GBP GBP GBP GBP

ASSETS Non-current assets Investments - - 200 000 - - 200 000

Current assets 100 407 450 (200 000) 80 000 000 (686 140) 79 521 410

Cash and cash equivalents 100 407 450 (200 000) 80 000 000 (686 140) 79 521 410

Total Assets 100 407 450 - 80 000 000 (686 140) 79 721 410

24

24

EQUITY

Equity attributable to equity

holders of company 100 407 450 - 80 000 000 (686 140) 79 721 410

Stated capital 100 407 450 - 80 000 000 (686 140) 79 721 410

Retained earnings - - - - - -

LIABILITIES

Trade and other payables - - - - - -

Total Equity and Liabilities 100 407 450 - 80 000 000 (686 140) 79 721 410

Number of shares in issue 100 450 000 - 80 000 000 80 450 100

Net asset value per share 1.00 0.99

Notes and assumptions:

1. For the purposes of this pro forma statement of financial position, it is assumed that the listing on the SEM, the listing on the JSE and the SA private

placement took place on 30 June 2016. 2. Exchange rates of ZAR 22.00 : GBP 1.00 and USD1.4 : GBP 1.00 are assumed. 3. The "Before pro forma adjustments" financial information has been extracted without adjustment from the unaudited statement of financial position as

at 25 April 2016, which were prepared by the Mauritian company secretary. 4. 100 shares were issued at incorporation at an issue price of GBP 1.00. An additional 450 000 shares will be issued at an issue price of GBP 1.00 prior

to listing on the SEM.

25

25

5. In terms of the SA private placement, Universal Partners intends raising GBP 80 million. For purposes of this pro forma statement of financial position, it has been assumed that these shares will be issued at the ZAR equivalent of GBP 1.00.

6. It is assumed that the SEM costs (including expenses of the SEM listing, establishment of the Mauritian vehicle and Mauritian government fees) will be settled from the proceeds raised before listing on the SEM and that the JSE costs will be settled from the proceeds raised in the SA private placement. These estimated transaction costs have been deducted from stated capital in line with IAS 39. The market value of the shares of the Company as at 25 April 2016 is still GBP 450 100..

7. For purposes of this pro forma statement of financial position, it is assumed that GBP 200 000 is invested in listed global equities (as more fully detailed in Annexure D of the business plan to which this pro forma statement of financial position is annexed) before listing on the JSE.

8. The breakdown for the listing costs and raising fees of GBP 686 140 is as follows:-

Corporate advisory and sponsor fee Java Capital 318 000

Bookrunner fee* Java Capital 344 000

Independent reporting accountants’ fee Grant Thornton 3700

South African legal advisory fee Fluxmans Attorneys 2650

JSE documentation fee JSE 5140

JSE listing fee JSE 1300

Printing, publication, distribution and advertising

costs

Ince 2650

SA transfer secretarial fee Computershare 1300

Banking costs for Vostro account and SARB

reporting

Standard Bank 7400

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Annexure C

FORECAST FINANCIAL DATA

Set out below is the forecast statement of financial position and the forecast statement of comprehensive income of the Company (“forecasts”) for the periods ended 30 June 2017, 30 June 2018 and 30 June 2019. Forecast statement of financial position

30 June 2017 30 June 2018 30 June 2019

GBP GBP GBP

ASSETS

Non-current assets

Investments at fair value 18 400 000 48 760 000 95 174 000

Current assets 62 836 627 37 294 456 756 723

Trade and other receivables - - -

Cash and cash equivalents 62 836 627 37 294 456 756 723

Total Assets 81 236 627 86 054 456 95 930 723

EQUITY

Equity attributable to equity

holders of company 81 236 627 86 054 456 95 930 723

Stated capital 79 721 410 79 721 410 79 721 410

Retained earnings 1 515 217 6 333 046 16 209 313

LIABILITIES

Trade and other payables - - -

Total Equity and Liabilities 81 236 627 86 054 456 95 930 723

Net asset value per share 1.01 1.07 1.19

27

27

Forecast statement of comprehensive income

30 June 2017 30 June 2018 30 June 2019

GBP GBP GBP

REVENUE 3 037 214 6 748 366 12 446 945

P/L from fair value adjustments of

investments 2 400 000 6 360 000 12 414 000

Interest revenue 637 214 388 366 32 945

EXPENSES (1 521 998) (1 930 538) (2 570 678)

Audit fees (20 000) (20 600) (21 218)

Consulting and Legal Fees (90 909) (93 636) (96 445)

Advertising and marketing related

expenses (15 909) (16 386) (16 878)

JSE related fees (12 276) (12 644) (13 024)

SEM related fees (24 176) (24 902) (25 649)

Management fees (944 000) (1 335 200) (1 957 480)

Travel expenses (127 273) (131 091) (135 024)

Operational expenses (32 727) (33 709) (34 720)

Payroll expenses (incl. directors

fees) (254 727) (262 369) (270 240)

P/L BEFORE TAX 1 515 216 4 817 829 9 876 267

TAX - - -

TOTAL COMPREHENSIVE

INCOME FOR THE PERIOD 1 515 216 4 817 829 9 876 267

Basic earnings per share 0.019 0.060 0.123

For the purposes of the forecasts, the following key assumptions have been made:

1. The forecasts have been prepared in accordance with the framework concepts and measurement

and recognition requirements of International Financial Reporting Standards (IFRS). 2. Exchange rates of ZAR 22.00 : GBP 1.00 and USD1.4 : GBP 1.00 are assumed. 3. It has been assumed that the 2016 funding requirement is GBP 80 million, which capital will be

raised on listing on the AltX. It is assumed no further capital is raised during the forecast period. 4. The internal rate of return on investments made is assumed at 15% per annum. Inflation of 3% per

annum is assumed.

28

28

5. It is assumed that there is no gearing for the purpose of forecasts. Gearing will be considered by the Board in consultation with the Investment Manager on an investment-by-investment-basis. At present no such investment opportunities exist and it would not be prudent to include them in forecasts.

6. It is assumed that no dividends will be received from underlying investments. 7. It is assumed that no investments will be realised for the forecast period. Accordingly, IFRS2

liability has not been calculated as the future share price cannot be predicted and there is no visibility as to when divestments will occur.

8. An effective Mauritian corporate tax rate of 3% has been assumed. However, assumed that no tax will be payable for the forecast period, as profits are accounting profits only.

9. It is assumed that the initial GBP200 000 investment in listed global equities (as more fully detailed in Annexure D of the business plan to which this pro forma statement of financial position is annexed) is liquidated during Year 1, with no gains or losses made.

10. The Investment Management fee is assumed to be 2% of long-term invested funds per annum, and 0.9% of short-term invested funds and/or cash per annum. It is assumed that 20% of funds will be invested by the year ended 30 June 2017, 50% of funds invested by the year ended 30 June 2018 and 92.5% of funds invested by the year ended 30 June 2019. No carry fee has assumed to be paid to the Investment Manager for the forecast period.

11. Interest on surplus cash is assumed at 1%, which is based on UK interest rates on individual notice and fixed deposits.

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Annexure D

DETAILS OF THE INITIAL INVESTMENTS

Name Ticker Country Sector Exchange Currency Market Cap

(GBP) Electra Private Equity Plc ELTA UK Private Equity London GBP 1 336 000 000

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Annexure E

DETAILS OF THE DIRECTORS OF THE COMPANY

Director name, age,

nationality and

qualification Role

Business

address Occupation and experience

Pierre Joubert (50)

South African

B.Comm, CA (SA)

Chief Executive

Officer

Capital Hill,

5th Floor

6 Benmore

Road

Benmore

South Africa

Prior to his appointment as CEO

of the Company, Pierre joined the

Richmark Group of companies in

November 2015 in the position of

Chief Investment Officer.

Previously, Pierre spent 13 years

at Rand Merchant Bank, a

divisions of FirstRand Bank

Limited (“RMB”), fulfilling

various roles including those of

senior transactor in the Corporate

Finance division, 5 years as the

Head of the Equities division and

3 years as the Co-Head of the

Global Markets division. Pierre

has been a member of the RMB

Investment Committee for the last

10 years, a position he continues

to hold. He is also a member of

the Ashburton Private Equity

Fund 1 Investment Committee.

During the period from May 1997

to October 2002 Pierre held

various executive positions at

Connection Group Holdings Ltd,

an information technology

retailer listed on the JSE

Securities Exchange. He held the

position of CEO of Connection

Group for 4 years, leading a

successful turnaround of the

business that culminated in the

group being bought by JD Group

Ltd.

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Pierre worked for various

companies in the Reunert Ltd

group during the period from

1992 to 1997, and completed his

articles with Deloitte prior to that.

Pierre is currently a South African

resident but intends relocating

permanently to Mauritius.

David Vinokur (37)

South African

B.Comm, B.Acc CA(SA)

Chief Financial

Officer

21 West

Street

Houghton

Johannesburg

2198

South Africa

In addition to his role as CFO,

David is also the CEO of Global

Capital (Pty) Ltd.

David obtained his Bachelor of

Commerce and Bachelor of

Accounting degrees at the

University of the Witwatersrand

in Johannesburg, South Africa.

After completing his articles at

PricewaterhouseCoopers, David

was certified as a Chartered

Accountant.

David left

PricewaterhouseCoopers and

joined Global Capital in February

2004.

His portfolio consists of a diverse

range of private companies in

many industries.

David currently sits on the Board

of Global Capital (Pty) Ltd,

National Airways Corporation

(Pty) Ltd, Informal Solution

Providers (Pty) Ltd (Informal

Solutions), KNR Flatrock (Pty)

Ltd, Quantified Living Products

(Pty) Ltd, Abela (Pty) Ltd, SAIL

Group (Pty) Ltd, Revfin (Pty)

Ltd, Global Capital

Empowerment (Pty) Ltd and Blue

Chip Holdings (Pty) Ltd.

David is also a member of the

Investment Committees of Global

Capital (Pty) Ltd, Global

Empowerment (Pty) Ltd, Revfin

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(Pty) Ltd and Abela (Pty) Ltd. He

has previously been on the Board

of Morecorp (Pty) Ltd (comprises

the World of Golf, Pro Shop and

Cycle Lab), Du Pont Telecom

(Pty) Ltd, Pilot Crushtec (Pty) Ltd

and Cell Network (Pty) Ltd.

David is a South African resident.

Andrew Birrell (46)

British and South African

Bachelor of Business

Science (Actuarial)

FFA, FASSA, CERA

Executive

director

Quayside House 6 Hope Street Castletown Isle of Man IM9 1AS

Andrew has over 26 years’

experience in various executive

and non-executive roles, across

the life insurance, general

insurance, health insurance, stock

broking, asset management, and

retail online banking industries, in

South Africa, the UK,

Scandinavia, Canada, Ireland and

Australia. He assumes the role of

chairman of Assupol Life Limited

and Assupol Holdings Limited,

both based in South Africa, with

effect from 1 July 2016. His most

recent role was as CFO of

Guardian Financial Services, a

Cinven sponsored UK life

insurance consolidator that was

sold to Swiss Re in early January

2016. Previous roles include

Group Chief Actuary and Group

CRO of Old Mutual plc, CRO of

Old Mutual South Africa Limited,

COO and CFO of Investec

Securities Limited and CFO of

Capital Alliance Holdings

Limited and Capital Alliance Life

Limited. Andrew is a Fellow of

the Institute and Faculty of

Actuaries, United Kingdom, the

Actuarial Society of South Africa

and an Associate of the Society of

Actuaries, USA. He is a

Chartered Enterprise Risk

Analyst (CERA). Andrew is a

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British and South African

national and resides in London.

Larry Nestadt (65)

South African

Non-Executive

Chairman and

member of the

Investment

Committee

21 West

Street

Houghton

Johannesburg

2198

South Africa

Larry has a long and successful

corporate career, both in South

Africa and internationally. Larry

is a co-founder and former

Executive Director of Investec

Bank Limited. In addition, Larry

was instrumental in the creation

and strategic development of a

number of listed companies such

as Capital Alliance Holdings

Limited, Super Group Limited,

HCI Limited, SIB Holdings

Limited and Global Capital

Limited, in addition to having

served as past chairman on the

boards of these companies. He is

the current Executive Chairman

of Global Capital (Pty) Ltd.

Larry sat on the boards of the

aforementioned companies, as

well as those of Softline Limited,

JCI Limited and Abacus

Technologies Holdings Limited.

Larry was a former director on a

number of non-listed company

boards both internationally and

locally. Larry is the current

Chairman of the Morecorp

Group, Melrose Nissan,

SellDirect Marketing (Pty Ltd),

National Airways Corporation

(Pty) Ltd, Placo Holdings (Pty)

Ltd and Blue Label Telecoms Ltd.

Larry is a member of the World

Presidents Organisation, Lloyds

of London (since 1983) and is an

honorary Colonel in the South

African Airforce.

Larry is a South African resident.

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Marc Ooms (64)

Belgian

BSc (Business

Administration)

Independent

Non-Executive

Director and

member of the

Investment

Committee

Pauwstraat 17

Vilvoorde

Belgium

Marc Ooms was General Partner

of the Petercam Group, a Benelux

Investment Bank that was the

largest independent broker and

private banker in the region, with

€15 billion under management;

managing-director of Petercam

Belgium N.V. and Chairman of

Petercam Bank Nederland. He

retired at the age of 60 at the

beginning of 2011.

Marc is currently a member of the

Board of Directors of (i) Sea-

Invest Corporation (Luxemburg),

the largest European stevedoring

group in bulk and fruit, also active

in Africa; BMT International NV

(gears, transmissions,

aeronautics, moulds for the glass

industry); (ii)

Greenyard Foods NV (world

leader in distribution of fresh,

frozen and canned food, listed on

Euronext); (iii) Baltisse NV (a

private equity fund with €2 billion

under management; and (iv) The

Fruit Farm Group NV (fruit farms

in Argentina, Brazil, Costa Rica,

Suriname, Turkey and South

Africa)

Marc is a Belgian national and resides in that country.

Neil Page (61)

South African

B Comm, CAIB (SA), Dip

SAIM

Independent

Non-Executive

director and

member of the

Investment

Committee

8 Melville

Road

Illovo

2196

South Africa

Neil gained marketing experience

with Ford Motor Company prior

to entering the banking industry

in 1978.

Subsequently, Neil has gained

extensive experience in

commercial banking including

retail, corporate and international

banking. Neil has specialised in

private equity since 1985, when

he joined the MBO division of

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Barclays Merchant Bank, which

subsequently became Firstcorp

Capital, the forerunner of Ethos

Private Equity (Pty) Ltd.

In 1989 he co-founded what is

today RMB Corvest, a leading

private equity investor in South

Africa. Neil has been the

Managing Director of this

company since inception.

Neil sits on the boards of various

RMB Corvest investee companies

and the boards of the subsidiary

companies making up the RMB

Corvest Group of Companies.

Neil has been a member of the

RMB Investment Committee for

a number of years, a position he

continues to hold.

Neil is a South African citizen and

resident.

Peter Gain (41)

British and South African

B. Bus Sc. (Hons)

Independent

Non-Executive

director and

member of the

Investment

Committee

22 Ilchester

Plcae,

London,

W148AA,

United

Kingdom

Peter Gain is an experienced entrepreneur who has over the past two decades built businesses, led a number of significant corporate transactions, fund raisings, listings, asset sales, mergers and group restructurings in sectors as diverse as mining and resources, agriculture and food processing, warehousing and logistics, telecoms and media, dental and medical services, financial services and funds management. In addition to his current directorship activities within the Belgian listed Greenyard Foods NV Group, Peter is the Chairman of Draper Gain Investments Ltd, Newnham Ellis Limited and Dentex Healthcare Group Limited, all investment groups focusing on private equity opportunities in the United Kingdom. He is also the

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Deputy Chairman of General Pacific Capital Limited, a trust and financial services group based in Monaco, and serves as a board member on various privately held companies around the world.

Andrew Dunn (45)

South African

B.Comm

Non-Executive

director and

member of the

Investment

Committee

Capital Hill,

5th Floor

6 Benmore

Road

Benmore

South Africa

Andrew is the Group CEO of

Richmark Holdings and

Executive Chairman of DNI.

Andrew began his career in 1994

by founding Miltrans, a logistics

business which he later sold to

Super Group. On leaving Super

Group he joined the Premier

Foods MBO, which was later sold

to Brait S.A.

He jointly founded DNI in 2006.

He was appointed as the Group

CEO of Richmark Holdings in

February 2013. Andrew sits on

various Boards, notably

Barloworld Transport Solutions

and National Airways

Corporation.

Andrew is a South African

resident.

Françoise Chan (48)

Mauritian

MSc DEA TEP

Non-Executive

Director

Level 3,

Alexander

House, 35

Cybercity,

Ebene 72201,

Mauritius

Françoise is an Executive

Director of Intercontinental Trust

Ltd (ITL). She has joined the

Global Business Sector in

Mauritius since 1994 and has

since been assisting

multinationals, fund managers

and high net worth individuals in

the structuring and administration

of companies, funds and trusts in

Mauritius. Prior to joining ITL,

Francoise held senior positions in

a management company, which

was the local representative firm

of Arthur Andersen and in the

37

{R264/00180935.DOC/BLANK/TD}

International Banking Division of

Barclays Bank Plc. Françoise is a

member of both the International

Fiscal Association (IFA) and the

Society of Trust and Estate

Practitioners (STEP) and serves

as director on the board of several

Global Business companies.

Kesaven Moothoosamy

(33)

Mauritian

BSc, FCCA

Non-Executive

Director

Level 3,

Alexander

House, 35

Cybercity,

Ebene 72201,

Mauritius

Kesaven was until June 2016, a

Senior Manager in the Capital

Markets Advisory team of ITL.

For the past 11 years, in the

Mauritius financial services

industry, he has acquired

experience ranging from fund

formation and administration,

fund accounting, Mauritius

regulatory matters, investment

structuring, transaction advisory

to capital raising and listing on

Securities Exchanges. He is

actively involved on various

initiatives to enhance the

attractiveness of the Stock

Exchange of Mauritius. He is also

a board member of SEM listed

companies and a number of funds

established in Mauritius.

He graduated from the University

of Mauritius with a B.Sc (Hons)

in Accounting with Information

System. He is also a fellow

member of the Association of

Chartered Certified Accountants

UK (FCCA), a member of the

Mauritius Institute of

Professional Accountants

(MIPA) and Member of the

Mauritius Institute of Directors.

(MiOD).

38

Annexure F

DETAILS OF THE DIRECTORS OF THE INVESTMENT MANAGER

Director name, age,

nationality and

qualification Role

Business

address Occupation and experience

Pierre Joubert (50)

South African

B.Comm, CA (SA)

Chief Executive

Officer

Capital Hill, 5th

Floor, 6

Benmore

Road,

Benmore,

South Africa

Prior to his appointment as CEO of the

Company, Pierre joined the Richmark

Group of companies in November

2015 in the position of Chief

Investment Officer. Previously, Pierre

spent 13 years at Rand Merchant Bank,

a divisions of FirstRand Bank Limited

(“RMB”), fulfilling various roles

including those of senior transactor in

the Corporate Finance division, 5 years

as the Head of the Equities division and

3 years as the Co-Head of the Global

Markets division. Pierre has been a

member of the RMB Investment

Committee for the last 10 years, a

position he continues to hold. He is also

a member of the Ashburton Private

Equity Fund 1 Investment Committee.

During the period from May 1997 to

October 2002 Pierre held various

executive positions at Connection

Group Holdings Ltd, an information

technology retailer listed on the JSE

Securities Exchange. He held the

position of CEO of Connection Group

for 4 years, leading a successful

turnaround of the business that

culminated in the group being bought

by JD Group Ltd.

39

Pierre worked for various companies in

the Reunert Ltd group during the

period from 1992 to 1997, and

completed his articles with Deloitte

prior to that.

Pierre is currently a South African

resident but intends relocating

permanently to Mauritius.

David Vinokur (37)

South African

B.Comm, B.Acc

CA(SA)

Executive

Director

21 West Street

Houghton

Johannesburg

2198

In addition to his role as CFO, David is

also the CEO of Global Capital (Pty)

Ltd.

David obtained his Bachelor of

Commerce and Bachelor of

Accounting degrees at the University

of the Witwatersrand in Johannesburg,

South Africa. After completing his

articles at PricewaterhouseCoopers,

David was certified as a Chartered

Accountant.

David left PricewaterhouseCoopers

and joined Global Capital in February

2004.

His portfolio consists of a diverse range

of private companies in many

industries.

David currently sits on the Board of

Global Capital (Pty) Ltd, National

Airways Corporation (Pty) Ltd,

Informal Solution Providers (Pty) Ltd

(Informal Solutions), KNR Flatrock

(Pty) Ltd, Quantified Living Products

(Pty) Ltd, Abela (Pty) Ltd, SAIL Group

(Pty) Ltd, Revfin (Pty) Ltd, Global

Capital Empowerment (Pty) Ltd and

Blue Chip Holdings (Pty) Ltd.

David is also a member of the

Investment Committees of Global

Capital (Pty) Ltd, Global

Empowerment (Pty) Ltd, Revfin (Pty)

Ltd and Abela (Pty) Ltd. He has

40

previously been on the Board of

Morecorp (Pty) Ltd (comprises the

World of Golf, Pro Shop and Cycle

Lab), Du Pont Telecom (Pty) Ltd, Pilot

Crushtec (Pty) Ltd and Cell Network

(Pty) Ltd.

David is a South African resident.

Andrew Birrell (46)

British and South

African

Bachelor of Business

Science (Actuarial)

FFA, FASSA, CERA

Executive

director

Quayside House 6 Hope Street Castletown Isle of Man IM9 1AS

Andrew has over 26 years’ experience

in various executive and non-executive

roles, across the life insurance, general

insurance, health insurance, stock

broking, asset management, and retail

online banking industries, in South

Africa, the UK, Scandinavia, Canada,

Ireland and Australia. He assumes the

role of chairman of Assupol Life

Limited and Assupol Holdings

Limited, both based in South Africa,

with effect from 1 July 2016. His most

recent role was as CFO of Guardian

Financial Services, a Cinven sponsored

UK life insurance consolidator that was

sold to Swiss Re in early January 2016.

Previous roles include Group Chief

Actuary and Group CRO of Old

Mutual plc, CRO of Old Mutual South

Africa Limited, COO and CFO of

Investec Securities Limited and CFO

of Capital Alliance Holdings Limited

and Capital Alliance Life Limited.

Andrew is a Fellow of the Institute and

Faculty of Actuaries, United Kingdom,

the Actuarial Society of South Africa

and an Associate of the Society of

Actuaries, USA. He is a Chartered

Enterprise Risk Analyst (CERA).

Andrew is a British and South African

national and resides in London.

Larry Nestadt (65)

South African

Non-Executive

Director

21 West Street

Houghton

Larry has a long and successful

corporate career, both in South Africa

41

Johannesburg

2198

and internationally. Larry is a co-

founder and former Executive Director

of Investec Bank Limited. In addition,

Larry was instrumental in the creation

and strategic development of a number

of listed companies such as Capital

Alliance Holdings Limited, Super

Group Limited, HCI Limited, SIB

Holdings Limited and Global Capital

Limited, in addition to having served as

past chairman on the boards of these

companies. He is the current Executive

Chairman of Global Capital (Pty) Ltd.

Larry sat on the boards of the

aforementioned companies, as well as

those of Softline Limited, JCI Limited

and Abacus Technologies Holdings

Limited. Larry was a former director

on a number of non-listed company

boards both internationally and locally.

Larry is the current Chairman of the

Morecorp Group, Melrose Nissan,

SellDirect Marketing (Pty Ltd),

National Airways Corporation (Pty)

Ltd, Placo Holdings (Pty) Ltd and Blue

Label Telecoms Ltd. Larry is a member

of the World Presidents Organisation,

Lloyds of London (since 1983) and is

an honorary Colonel in the South

African Airforce.

Larry is a South African resident.

Brett Levy (41)

South African

Non-Executive

director

75 Grayston

Drive

Sandton

2146

Brett, the joint CEO of Blue Label

Telecoms, has an impressive

entrepreneurial history. Having

founded and operated a number of

small businesses from the early 1990’s,

he has been involved in a wide

spectrum of industries ranging from the

distribution of fast-moving consumer

goods to electronic insurance

42

replacement. His achievements have

seen him secure a number of

prestigious awards, including the

ABSA Bank Jewish Entrepreneur of

the Year Award (2003) and more

recently, the ABSA Jewish Business

Achiever Non-Listed Company Award

(2007), which he won jointly with his

brother and business partner Mark

Levy. Brett was nominated, with his

brother, as an Ernst & Young World

Entrepreneur SA Finalist for 2007.

In 2010 he received the Liberty Life

Award for a Remarkable Success Story

in the David Awards and was a finalist

in the Top Young Entrepreneur

category of the African Access

National Business Awards. In 2011 he

and Mark shared the Top Entrepreneur

accolade in the African Access

National Business Awards.

Brett joined the Blue Label Telecoms

board on its establishment in 2007 and

is a director of various local and

international Group companies.

Brett is a South African resident.

Smitha Algoo-

Bissounauth (32)

Mauritian

B.Sc (Hons)

Non-Executive

Director

Level 3,

Alexander

House, 35

Cybercity,

Ebene 72201,

Mauritius

Smitha joined Intercontinental Trust

Limited in 2006 and is currently a

Manager in the Corporate Services

Department. She leads a team in the

Corporate Services Department and

oversees the operations division such

as incorporation of companies,

advising on company structures,

regulatory matters and corporate

administration global business

companies. She graduated from the

University of Mauritius with a B.Sc

(Hons) in Accounting and Finance and

is an Associate Member of the Institute

43

of Chartered Secretaries and

Administrators, UK.

Karene Figaro (31)

Mauritian

B.Sc (Hons), Masters,

ACCA

Non-Executive

Director

Level 3,

Alexander

House, 35

Cybercity,

Ebene 72201,

Mauritius

Karene Figaro has over 5 years’

experience in the Financial Services

sector. She joined Intercontinental

Trust Limited (“ITL”) in 2014 and is

currently a Manager in the Fund

Administration Department. She

supervises the operations aspect of

ITL’s Fund Administration

Department, such as servicing clients

on a day-to-day basis, advising on fund

structures and regulatory matters,

reviewing fund documents and

providing fund accounting services.

Prior to her appointment at ITL, she

acted as Financial Manager for one of

the leading real estate companies in

Mauritius, where she gained extensive

experience in the property

management field. She is currently a

board member of a listed company and

also of various global business

companies established in Mauritius.

Karene holds a Masters in International

Business from Curtin University,

Australia and graduated from the

University of Mauritius with a BSc

(Hons) in Accounting and Information

Systems. She is also a member of the

Association of Chartered Certified

Accountants (ACCA).