DGAP-News: ADC African Development Corporation AG

DGAP-News: ADC supports the voluntary public exchange offer by Atlas Mara ++ Management and Supervisory Board consider it financially fair and recommend acceptance

DGAP-News: ADC African Development Corporation AG / Schlagwort(e): Stellungnahme/Übernahmeangebot ADC supports the voluntary public exchange offer by Atlas Mara ++ Management and Supervisory Board consider it financially fair and recommend acceptance

09.07.2014 / 12:06

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Today the Management Board and the Supervisory Board of ADC African Development Corporation AG ("ADC") published a joint statement on the voluntary public exchange offer ("the Offer") by Atlas Mara Beteiligungs AG, an indirect and fully owned subsidiary of Atlas Mara Co-Nvest Limited ("Atlas Mara"). In the reasoned opinion statement, ADC Management and Supervisory Board have deemed the consideration of 1.25 Atlas Mara shares for each ADC share as financially fair, and recommend that the ADC shareholders accept the Offer. Renaissance Advisory Services Ltd. ("Renaissance Capital") issued a fairness opinion which was used as part of ADC's assessment of the Offer, concluding it to be fair.

ADC's Management and Supervisory Board support the Offer made by Atlas Mara and endorse the Bidder's objective to build a premier financial services group in sub-Saharan Africa. Integration into the enlarged Atlas Mara group would allow ADC shareholders to benefit from Atlas Mara's potential to grow the existing business more quickly from a better-capitalized platform, with greater access to international talent in banking and financial services, and banking and IT-know-how in the African banking sector. Furthermore, a share swap into Atlas Mara may allow ADC shareholders to lower the risk associated with their investment in ADC and the underlying country risk through greater diversification of investments in different markets on the continent.

ADC's Management and Supervisory Board further welcome Atlas Mara's London-based listing potentially offering significantly higher stock liquidity to shareholders and increasing the profile with large international investors.

A complete version of the statement is available for download on ADC's website: www.african-development.com/en/investor-relations/investor-information/com bination/

Dirk Harbecke, CEO of ADC comments: "ADC welcomes and supports the Offer made by Atlas Mara. We are of the opinion that an offer, which equates to EUR 10.45 per ADC share, is fair. It offers ADC shareholders a premium of nearly 20% above the volume weighted average share price in the one month period prior to the publication of the Offer and allows our shareholders to continue to participate in our vision to build a leading pan-African banking group. We look forward to working with Atlas Mara to expand current business and drive and accelerate future growth. The Atlas Mara founders and Board share our vision and view ADC as an ideal structure to launch its activities on the continent. We recommend that our shareholders accept the Offer."

The acceptance period expires on 31 July 2014. ADC shareholders should be contacted by their custodian bank in the coming days for their instructions. The specific terms and conditions of the Offer are set out in the offer document, which can be found on Atlas Mara's website: www.atlasmara.com

About ADC ADC African Development Corporation AG (ADC) (ISIN: DE000A1E8NW9; Bloomberg: AZC.GR, www.african-development.com), is a German listed, emerging pan-African banking group. ADC has a strong footprint in Southern Africa via BancABC, a regional commercial banking platform operating in Botswana, Mozambique, Tanzania, Zambia and Zimbabwe as well as exposure to West Africa via Union Bank of Nigeria. In addition to its banking operations, ADC has a private equity portfolio active in growth markets across sub-Saharan Africa. ADC follows an active management approach with a team of experts that comprise operational banking management, investment banking and merchant banking expertise.

About Atlas Mara Atlas Mara was formed by Bob Diamond, Founder of Atlas Merchant Capital LLC and Ashish J Thakkar, Founder of Mara Group Holdings Limited, and listed on the main market of the London Stock Exchange in December 2013. The stated strategy of Atlas Mara is that it will operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions. The Directors believe that, at a critical growth period, there are significant gaps in the market today for financial services in Africa, including the need for capital created by European financial institutions retreating to their home territories due to the sovereign debt crisis and the Basel III regulatory framework. This situation presents opportunities for Atlas Mara to create a leading sub-Saharan financial institution that provides leadership, liquidity, access to investors, product innovation, and technology to support economic growth and strengthen financial systems. For more information visit the company's website at www.atlasmara.com.

Kontakt: Investor Relations investor-relations@african-development.com T +49 69 719 12 80 119

Ende der Corporate News

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Sprache: Deutsch Unternehmen: ADC African Development Corporation AG Grüneburgweg 18 60322 Frankfurt/Main Deutschland Telefon: +49 69 719 12 80 119 Fax: +49 69 719 12 80 115 E-Mail: info@african-development.com Internet: www.african-development.com ISIN: DE000A1E8NW9 WKN: A1E8NW Börsen: Freiverkehr in Berlin, Düsseldorf; Frankfurt in Open Market (Entry Standard) Ende der Mitteilung DGAP News-Service --------------------------------------------------------------------- 277260 09.07.2014