CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED - Retraction

Retraction

CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
("Caxton" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share Code: CAT ISIN: ZAE000043345


RETRACTION


The JSE has concluded that Caxton has breached the JSE Listings Requirements by publishing certain
statements in Caxton's announcements dated 12 August 2022 and 6 October 2022 respectively.

Accordingly, Caxton hereby retracts the following previously published statements:

    12 August 2022

        •   "Caxton considers that the Mpact board has not complied with its fiduciary duties, in that it has
            inter alia, failed to disclose adequate details of the pending cartel case to shareholders and the
            risks associated therewith, notwithstanding that Mpact has admitted to operating a long-standing
            cartel with New Era, a subsidiary of Golden Era. The Mpact board has also failed to disclose
            publicly all the material risks of a potential Caxton merger in Mpact's 2021 IAR risk matrix.

        •   In soliciting support from Golden Era to oppose a possible Caxton merger, the Mpact board has
            filed secret representations and affidavits before the Competition Commission and Tribunal,
            thereby exacerbating concerns held by Caxton that Mpact and Golden Era remain involved in the
            vestiges of their long-standing cartel."

    6 October 2022

        •   "Caxton further complained to the JSE that executive directors of Mpact traded in Mpact shares
            to a value of more than R15m whilst in possession of the PSI.

        •   Caxton also notes the disregard by Mpact of the governance requirements of the Companies Act,
            2008, with its appointment of non-executive directors to a subsidiary of Mpact, solely to create a
            formalistic legal basis to bypass shareholder approval of non-executive directors' remuneration.

        •   According to Caxton's own market information, Golden Era purchases nearly half of the carton
            board output of Mpact's Springs mill, of some 45 000 tons, in addition to its purchase of tens of
            thousands of tons of corrugated board from Mpact.

        •   Independent sources confirm that Golden Era is already seeking alternative imported carton board
            sources of supply.

        •   It is uncertain if Mpact's banking covenants will be affected by an adverse effect of customer flight
            with devastating consequences and how the loss of Golden Era's business will affect the future of
            Mpact's affected operations.

        •   Golden Era has previously threatened to withdraw its custom from Mpact, to extract commercial
            benefits from Mpact.

        •   Mpact affords Golden Era, unspecified benefits and favoured nation preferences, including pricing,
            in its purchase of carton board.

        •   Mpact and Golden Era stand accused of cartel conduct. Mpact has admitted to the conduct and
            has received conditional corporate leniency from the Commission, but Golden Era has denied its
            participation. Caxton considers the above continued co-ordinated conduct to be indicative of the
            fact that the vestiges of the historic cartel between Mpact and Golden Era continue.

        •   Where undisclosed cartel activity in regard to Mpact and Golden Era has occurred and continues
            to occur, the Commission may revoke Mpact's current amnesty for its cartel participation with
            Golden Era and levy a fine on Mpact of up to 10% of its turnover.

        •   The position of Golden Era as a 10% shareholder of Mpact gives rise to a concern about the
            potential conflict of the Mpact board in assessing the best interests of all shareholders.

        •   The appointment of all Mpact directors as directors of a subsidiary of Mpact renders the Mpact
            board accountable to itself and places it beyond accountability to Mpact shareholders, which in
            turn raises questions about the independence of the Mpact board."


10 September 2024


Paul Jenkins (paul@jenkins.co.za)
Non-Executive Chairman
Caxton and CTP Publishers and Printers Limited

Sponsor - AcaciaCap Advisors Proprietary Limited

Date: 10-09-2024 07:05:00
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