International investment company leaving the JSE
Astoria’s board of directors has offered to acquire the company’s ordinary shares and delist the company from the JSE.
Astoria is a Mauritian-domiciled investment holding company spun off from RECM and Calibre in April 2022, focusing on value investing.
As per its offer, the company is offering cash consideration and distributing Goldrush Holdings Limited preference shares (GSRP). Goldrush is also an investment holding company.
Although satisfactory net asset value growth per share (NAVPS) has been seen since 2021, the average discount at which Astoria shares are traded amounts to 40% of NAVPS.
The closing market prices on Friday, 24 October 2025, were R6.01 per share, a 44% discount to the NAVPS as of 30 June 2025.
The group said that this means it cannot utilise its shares as consideration for purchasing investments without diluting its current shareholders.
It noted that this prevents it from meaningfully decreasing its expense ratio via a larger asset base. The result is a lack of liquidity of the shares and an ongoing discount to NAVPS.
Current market conditions, where most investment holding companies trade at significant discounts. This comes despite being much larger, to the point of continuation of the discount.
The board has therefore determined that the continued listing of Astroai on the JSE and the Stock Exchange of Mauritius no longer serves its intended purpose and is not in the company’s or shareholders’ best interest.
It therefore intends to recommend the offer and the delisting, which provides liquidity to those shareholders who cannot or do not wish to remain holders of shares.
How the offer will work
Astoria has exited or partially exited two of its investments over the last year, and, consequently, has sufficient cash resources at its disposal.
Astoria will have sufficient cash resources available to settle the possible maximum aggregate offer of R215 million fully.
The Mauritius-based company is offering a cash consideration of R8.15 per offer share, a 35.6% premium on the closing price on 24 October 2025.
If the company acquires the requisite approvals for the proposed delisting, it intends to declare a distribution of 7,447,473 Goldrush Holdings Limited preference shares (GSRP)
The company will unbundle 12 GRSP shares for every 100 Astoria Shares held, which is conditional on the approval of the delisting.
Based on the GRSP share price at a close of business on 24 October, the value of the distributed GRSP equates to approximately R6.90 per GRSP.
Shareholders who transfer or dispose of their Astoria shares before the last day to trade in shares will be eligible to participate in the unbundling.
Astoria Shareholders who transfer or dispose of their Astoria Shares before the last day to trade in Astoria Shares will not participate in the Unbundling and will not receive the GRSPs.
The offer announcement has already caused Astroria’s share price to rise by 25% this morning.
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