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09 Aug 2017

MCB Group signs agreement to acquire 84.4% in Covifra from Club Med S.A.S

The Board of Directors of MCB Group Limited (“MCBG”) wishes to inform its shareholders and the public in general that it has entered into a conditional agreement (the “Agreement”) with Club Med S.A.S. (“Club Med”) through a newly incorporated wholly-owned subsidiary (the “Purchaser”) for the acquisition of Club Med’s entire shareholding of 47,798,387 ordinary shares in Compagnie des Villages de Vacances de l’Isle de France Limitée (“Covifra”), representing 84.43% of the share capital of Covifra (the “Transaction”).

Covifra is a company listed on the Development & Enterprise Market of the Stock Exchange of Mauritius (“DEM”) and is the owner of the ‘Club Med’ resort located at La Pointe aux Canonniers, Mauritius (the “Resort”).The Resort will continue to be leased by a wholly owned subsidiary of Club Med under a long term agreement and will be operated under the ‘Club Med’ brand.

Based on current EUR/MUR exchange rate, the Transaction is expected to be effected at a price of MUR 21.34 per share. The final price per share will be subject to foreign exchange and other completion adjustments. Completion of the Transaction is subject to the satisfaction of certain conditions precedent set out in the Agreement, including obtaining the approval of relevant authorities. Upon completion and pursuant to the Securities (Takeover) Rules 2010, the Purchaser will make a mandatory offer at the final price to acquire the remaining 8,811,613 shares in Covifra held by minority shareholders.

The Transaction is in line with MCBG's diversification strategy of growing its non-banking activities and revenues, providing the group with real estate backed yielding assets.

In all event, the Transaction does not qualify as a notifiable transaction under Chapter 13 of the Listing Rules of the Stock Exchange of Mauritius.

The shareholders of MCBG and the public are advised to exercise caution when dealing in the shares of MCBG and will be kept informed of progress towards completion of the Transaction.

MCB Capital Markets acted as Transaction Advisor to MCBG.

By Order of the Board MCB Group Limited

This Announcement is issued pursuant to Listing Rule 11.3, Section 87 of the Securities Act 2005 and Rule 5 of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007.

The Board of MCB Group Limited accepts full responsibility for the accuracy of the information contained in this announcement.

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