ATMA.L Regulatory News (ATMA)

27 April 2015

Atlas Mara announces potential acquisition of stake in BPR and merger of BRD Commercial and BPR

Atlas Mara Limited ("Atlas Mara" or the "Company") is pleased to announce that it is in exclusive discussions to invest approximately $22.5 million in Banque Populaire du Rwanda ("BPR"), which, if successfully concluded, will result in Atlas Mara owning 45% of BPR. Following this transaction, Atlas Mara intends to merge BPR with BRD Commercial Bank Ltd. ("BRD Commercial"), the Rwandan bank Atlas Mara acquired in 2014. Atlas Mara will also purchase applicable secondary shares from local shareholders, resulting in the Company havinga controlling stake of over 70% in the combined entity. The combined institution will be Rwanda's largest bank by branch locations and second largest bank by assets with combined assets of approximately $305 million.

BPR enjoys strong customer loyalty, given its roots as a customer-owned bank and its forty-year history. As of 31 December 2014, BPR had approximately $227 million of assets, $155 million in loans, $181 million in deposits and $23 million of equity. It has 191 branch locations and approximately 1,370 employees.

Atlas Mara is committed to working closely with BPR's existing shareholders, including Rabobank and local shareholders, to maintain the bank's focus on under-banked sectors, such as small- and medium-sized enterprises ("SMEs") and farmers. Given Rabobank's agricultural lendingexpertise and broad network of investments and operations in Africaand Atlas Mara's operational expertise and sub-Saharan African ambitions, Atlas Mara and Rabobank are enthusiastic about the potential to work together in other markets, as well.

BRD Commercial, having been carved out of the Development Bank of Rwanda Limited ("BRD"), has attracted a talented senior management team, who have been focused on establishing BRD Commercial's operations and executing its strategy of creating a well-capitalised, innovative, nimble, corporate and retail bank. This proposed combination represents a unique opportunity to merge BRD Commercial with the second largest bank in Rwanda and accelerate Atlas Mara's strategy in both Rwanda and the East Africa Community, more broadly. The merger will provide Atlas Mara with a powerful platform to meet unmet demand for corporate credit, leverage mobile technology to provide differentiated product offerings to the retail segment and address the under-banked, and to effect economies of scale and scope through integration and resulting cost synergies.

John F. Vitalo, CEO of Atlas Mara said: "This is a very important transaction for Atlas Mara and I am excited by the prospect of our second acquisition in Rwanda. We will be the largest bank by branch locations and the second largest by assets in the country, which is one of sub-Saharan Africa's most dynamic economies. Combining BPR and BRD Commercial is a significant step for the development of Atlas Mara and consistent with our strategy of being a leading player in the markets in which we operate."

At a recent extraordinary shareholders' meeting, BPR's shareholders granted approval to BPR's Board of Directors to engage with Atlas Mara, on an exclusive basis, to negotiate the terms of the contemplated transactions. The completion of the transactions is subject to binding legal agreements and regulatory approvals and is expected in the third quarter of 2015. Atlas Mara intends to fund the transactions with cash on its balance sheet.

Contacts

Investors

Brad Gibbs, +971 4325 3745

Kojo Dufu, +1 212 883 4330

Media

StockWell Communications, +44 (0)20 7240 2486

Anthony Silverman

About Atlas Mara

Atlas Mara was formed by Bob Diamond, CEO and 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.

Atlas Mara's strategy is to create Sub-Saharan Africa's premier financial services institution through a combination of its experience, expertise and access to capital, liquidity and funding. The goals are to combine the best of global institutional knowledge with extensive local insights and to support economic growth and financial inclusion in the countries in which the Company operates.

About BPR

BPR was founded in 1975 when the people of Nkamba, a village in the current Eastern Province of Rwanda, created a savings and credit cooperative to enhance the livelihoods of members of the community through the provision of financial products (this was the first Banque Populaire). In subsequent years, an umbrella group for the various "Banque Populaires", or cooperatives, was put in place, with its headquarters in Kigali. In 2008, this group became a fully-fledged commercial bank while retaining its cooperative roots. BPR offers value-added financial services countrywide to farmers, agribusiness enterprises, private individuals, micro enterprises, SMEs and development program partners.

About BRD Commercial

On 15 October 2014, Atlas Mara acquired 100% of the voting shares of BRD's commercial operations (now known as BRD Commercial), which was formed after an internal reorganization and subsequent transfer of its existing commercial banking assets and liabilities into a newly incorporated commercial bank. BRD Commercial offers retail banking products, mortgages and long-term financing products to its customers.