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

| Source: EQS Group AG
DGAP-News: ADC African Development Corporation AG / Key word(s):
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


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

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

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

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:

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.

Investor Relations
T +49 69 719 12 80 119

End of Corporate News


09.07.2014 Dissemination of a Corporate News, transmitted by DGAP - a
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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 News    DGAP News-Service  
277260 09.07.2014