Sharenet Sites 
Sharenet Sites
Finalisation of the disposal of Metair’s Turkish operations
METAIR INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1948/031013/06
ISIN: ZAE000090692
JSE and A2X share code: MTA
("Metair" or the "Group")
FINALISATION OF THE DISPOSAL OF METAIR'S TURKISH OPERATIONS
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the circular to shareholders of Metair ("Shareholders")
dated Monday, 30 September 2024 ("Disposal Circular").
Shareholders are referred to the Disposal Circular as well as the announcements published by Metair
on SENS on Tuesday, 17 September 2024, Monday, 30 September 2024, Wednesday,
30 October 2024, Tuesday, 12 November 2024 and Tuesday, 17 December 2024 pertaining to the
Disposal.
Due to the liquidity pressure the Mutlu Group is under and the critical need for the capital restructuring
to take place, Metair and the Purchaser have agreed to bring the Closing Date forward to ensure
Closing as soon as possible.
Shareholders are hereby advised that the relevant Mutlu Group companies executed a new financing
agreement with a syndicate of Turkish banks ("New Mutlu Financing"), and the bank's internal
approvals in relation to the New Mutlu Financing were finalised on Thursday, 19 December 2024.
Accordingly, all Conditions in relation to the Disposal have now been fulfilled and the Disposal has
become wholly unconditional and was implemented on 19 December 2024.
As set out in the Disposal Circular, the Disposal Consideration was subject to customary adjustments
based on the Mutlu Group's net debt and working capital amounts on the Closing Date
("Closing Adjustments"). As a result of the complexities arising from an intra-month Closing Date and
the requirement for transactions and reconciliations to be fully processed, Metair and the Purchaser
have agreed that the Purchaser advance a closing payment to Metair of US$1 million, with the final
Disposal Consideration being determined within 60 calendar days of the Closing Date once the final
Closing Adjustments have been determined in accordance with the SPA. These arrangements have
been put in place to ensure that the capital restructuring of the Mutlu Group takes place as soon as
possible. The final Disposal Consideration shall not be more than US$2 million or less than zero.
20 December 2024
Johannesburg
Sponsor and Transaction Sponsor to Metair
One Capital
Sole Financial Advisor to Metair
Rand Merchant Bank (a division of FirstRand Bank Limited)(a partner firm of Clairfield International)
Legal Advisor to Metair
Linklaters
Date: 20-12-2024 11:30:00
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