DGAP-News: ADC attracts combination offer from Atlas Mara Co-Nvest ++ Atlas Mara intends to make a share swap of 1.25x Atlas Mara shares for each ADC share ++ Opportunity to further accelerate ADC's pan-African vision

| Source: EQS Group AG
ADC African Development Corporation AG  / Key word(s): Offer/Merger

31.03.2014 19:33

Dissemination of a Corporate News, transmitted by DGAP - a company of EQS
Group AG.
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ADC African Development Corporation AG ("ADC"); ISIN DE000A1E8NW9, is
pleased to announce that Atlas Mara Co-Nvest Limited ("Atlas Mara")
informed ADC of its decision to make a voluntary public takeover offer to
all shareholders of ADC.

Atlas Mara and ADC have entered into a Business Combination Agreement that
was approved by ADC's management and Supervisory Board, whereby Atlas Mara
undertakes to make a share-for-share offer for all outstanding shares in
ADC at an exchange ratio of 1.25x Atlas Mara shares (listed on the London
Stock Exchange) for each ADC share. Based on Friday's closing price of each
stock on their respective stock exchanges at current exchange rates, this
ratio reflects a premium of more than 15% to the current ADC share price.

ADC shareholders representing 34.1% of the company's shares outstanding
have provided irrevocable undertakings to tender their shares into the
voluntary share-for-share offer.

Atlas Mara listed itself on the London Stock Exchange in December 2013 with
the strategic objective of building the premier financial services group
with a banking presence in multiple countries across sub-Saharan Africa.
The Atlas Mara Board and co-Founders, Bob Diamond and Ashish J. Thakkar,
view ADC and its valuable holdings on the sub-Saharan continent as an ideal
starting point for its vision of creating a highly scalable banking group,
capable of offering a broad range of banking products.

The offer will be subject to a minimum acceptance condition of 50% plus one
share (on a fully diluted basis). The specific terms and conditions of the
offer will be communicated in the offer document. Information from ADC
relating to the offer will be published on the Internet under:


The structure of the transaction also includes conditional purchase
agreements with selected shareholders of ADC's portfolio company, BancABC
in order to acquire, for cash or shares, BancABC shares representing 50.1%
of total shares outstanding for a purchase price of USD 0.82 per share or
the equivalent in Atlas Mara shares. The completion of the transaction is
conditional upon regulatory approvals and certain conditions precedent.

Dirk Harbecke, CEO of ADC commented: "Since its inception, ADC has sought
to create value for its shareholders via its investments on the sub-Saharan
African continent. Our team has worked exceptionally hard to build not only
a portfolio, but also a platform that combines local expertise and
knowledge with international capital and networks. Atlas Mara founders and
Board share ADC's vision of creating a pan-African banking group and view
ADC with its execution expertise on the continent as an ideal structure to
launch its activities on the continent. ADC's shareholders can expect an
accelerated future growth based on ADC's successful investments and
BancABC's regional expertise and existing geographic banking structure and
offerings, combined with Atlas Mara's access to capital, liquidity and
funding. I, and the rest of the ADC Management team, look forward to the
next chapter in ADC's growth. We are confident that a combination with
Atlas Mara will accelerate ADC's vision of creating a leading pan-African
financial services institution and will be to the benefit of both ADC's
shareholders as well as ADC and BancABC employees who are an important
element in realizing our vision. Atlas Mara builds on the existing
management teams of both ADC and BancABC to drive future growth and expand
across sub-Saharan Africa."

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 Atlas Merchant Capital LLC and Mara Group Holdings
Limited and listed on the main market of the London Stock Exchange in
December 2013. Atlas Merchant Capital LLC and Mara Group Holdings Limited
are led by Bob Diamond and Ashish J. Thakkar, respectively.

The stated strategy of the Company is that following an acquisition, 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
The Directors believe that there are significant gaps in the market today
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 at a critical time for growth in Africa.
This situation presents opportunities for Atlas Mara to create a financial
institution that provides leadership, liquidity, access to investors,
product innovation, and technology to support economic growth and
strengthen financial systems in Africa.

Investor Relations
T +49 69 719 12 80 119

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Language:     English
Company:      ADC African Development Corporation AG
              Grüneburgweg 18
              60322 Frankfurt/Main
Phone:        +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
Listed:       Freiverkehr in Berlin, Düsseldorf; Frankfurt in Open Market
              (Entry Standard)
End of Announcement                             DGAP News-Service