CONDUIT CAPITAL LIMITED - Arbitration Award

Arbitration Award

CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND  ISIN: ZAE000073128
("Conduit Capital" or "the Company")


ARBITRATION AWARD


 Shareholders are referred to the announcements released on SENS on:

 -   11 February 2020 wherein it was advised that Constantia Risk and Insurance Holdings Proprietary
     Limited ("Constantia" or "CRIH"), a wholly owned subsidiary of the Company, had concluded a share
     sale and subscription agreement ("Agreement") with Trustco Property Holdings Proprietary Limited
     ("Trustco Properties"), an indirect wholly owned subsidiary of Trustco Group Holdings Limited
     ("Trustco"). In terms of the Agreement and subject to certain suspensive conditions, CRIH agreed to
     acquire 100% of the issued ordinary shares and all loan accounts (if any) ("Sale Shares") of Herboths
     Property Development Proprietary Limited ("Herboths") from Trustco Properties for a purchase
     consideration of R1 billion ("Purchase Consideration") ("the Transaction"). The Purchase
     Consideration was intended to be settled by way of a fully refundable deposit of R50 million and the
     balance of R950 million by the issue and allotment of shares in CRIH ("Subscription Shares"). The
     deposit was non-refundable and part of the payment of the Purchase Consideration if the conditions
     were fulfilled.

     In terms of the Agreement, Trustco Properties and CRIH were each entitled to obtain a valuation of the
     property owned by Herboths ("Property") within four weeks of the signature date of the Agreement,
     prepared by an accredited valuator in Namibia experienced in the valuation of publicly listed entities in
     the real estate sector. In the event that the value determined for the Property in terms of either of the
     aforementioned valuations was less than R950 million, or greater than R1 050 million, the Purchase
     Consideration would be adjusted to equate to the average of the two valuations obtained ("Average
     Property Valuation"); provided always that either party would have an option to cancel the Agreement
     by giving five days' notice to the other party, in the event that the Average Property Valuation was R800
     million or less;

 -   30 April 2020 wherein it was advised, inter alia, that the date by which the suspensive conditions to the
     Transaction were required to be met was to be extended by mutual consent between the parties;

 -   19 November 2020 wherein it was advised, inter alia, that an independent Namibian property expert
     had valued the Property at R783.9 million, Trustco's audited interim results for the 12 months ended
     31 March 2020 included an increased fair value adjustment of the Property to R250 million and that the
     parties were in discussions regarding the aforementioned developments;

 -   4 December 2020, 20 January 2021 and 3 March 2021 wherein it was advised, inter alia, that
     discussions between the parties were still in progress; and

 -   18 March 2021 wherein it was advised, inter alia, that negotiations between the parties had been
     terminated.

 Shareholders are hereby advised that certain disputes between the parties arising from the Agreement and
 the termination of negotiations, including the repayment of the deposit, were referred to arbitration under
 the auspices of AFSA International ("AFSA"). On 14 June 2024, AFSA's Tribunal made the following award:

 -   Trustco Properties is to pay CRIH an amount of R50 million plus interest thereon at a rate of 7.75% per
     annum from 10 December 2020 to the date of payment; and

 -   Trustco Properties' counterclaim against CRIH is dismissed.

 -   Trustco Properties is to pay the arbitration and legal costs.

CRIH is taking steps to enforce the Award.

Cape Town
18 June 2024

Sponsor
Merchantec Capital

Date: 18-06-2024 02:30:00
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