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Disposal of CRIH and CLL: Update
CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
("Conduit Capital")
DISPOSAL OF CRIH AND CLL: UPDATE
Shareholders are referred to the announcements released on SENS on:
- 24 May 2023 ("Terms Announcement") (and using the terms defined therein unless otherwise stated)
wherein shareholders were advised that Conduit Capital and its wholly-owned subsidiary, Copper
Sunset Trading 186 Proprietary Limited ("Copper Sunset"), have entered into an Agreement with TMM
Holdings Proprietary Limited ("TMM" or "the Purchaser"), an unrelated third party, to dispose of the
"Sale Interest" to TMM for an aggregate cash purchase price of R55 million ("Purchase Price")
("Disposal"); and
- 30 June 2023, 28 July 2023, 28 August 2023, 27 September 2023, 24 October 2023, 23 November
2023, 25 January 2024, 21 February 2024, 25 March 2024, 24 April 2024 and 28 May 2024 wherein
shareholders were advised, inter alia, that:
o the parties to the Agreement ("Parties") had entered into addenda thereto to extend the date of
fulfilment of the suspensive conditions of the Disposal ("Conditions"), which Conditions include,
inter alia, approval by the JSE and the Prudential Authority ("PA"); and
o the JSE had declined the further request for extension of the distribution date of the Circular and
accordingly, the Circular is to be finalised and distributed as soon as possible.
Further to the announcement released on SENS on 7 June 2024 wherein shareholders were advised:
- that the PA had declined TMM's application to approve the Disposal ("the PA's Decision") and that
Conduit and TMM had the right, in terms of the Insurance Act and the Financial Sector Regulation Act,
to apply to the Financial Services Tribunal to set aside the PA Decision,
on 25 June 2024, shareholders were further advised that:
- Conduit and TMM were in the process of taking steps to set aside the PA Decision; and
- the Parties entered into Addendum #12 to the Agreement to, inter alia, extend the date for fulfilment of
the Suspensive Conditions therein to 31 January 2025 and to amend the Agreement to, inter alia,
provide for the payment of certain of CLL's operating costs by TMM until the 25th day of the calendar
month preceding the Effective Date, as the case may be.
on 21 November 2024, shareholders were further advised that:
- the Financial Services Tribunal ("FST") had handed down a written order to set aside the PA's Decision
and referred the matter back to the PA for reconsideration at an internal meeting scheduled for
26 February 2025 ("Meeting").
on 5 December 2024, shareholders were further advised that:
- the Parties had entered into a further addendum to the Agreement ("Addendum #13") to:
- extend the date of fulfilment of the Conditions to on or before 17 March 2025, in anticipation of a positive
response from the PA before this date; and
- terminate the payment of certain of CLL's operating costs by TMM after the end of January 2025.
on 7 March 2025, shareholders were further advised that:
- the announcement released on SENS on 21 November 2024 regarding the order handed down by the
FST for the PA to reconsider its decision at the Meeting, the PA has confirmed that it stands by its
decision communicated on 3 June 2024 to decline the application as it relates to the Disposal. The
Parties have the right, in terms of the Insurance Act and the Financial Sector Regulation Act, to appeal
the decision and are considering their respective positions in this regard.
Shareholders are hereby advised that:
- further to the announcement released on SENS on 7 March 2025, the Parties have entered into a further
addendum to the Agreement ("Addendum #14") to extend the deadline for the fulfilment of the
Conditions to on or before 16 May 2025 and thereby afford the Parties an opportunity to challenge the
PA's decision before this date.
Shareholders will be provided with relevant updates on the Disposal in due course.
Cape Town
11 March 2025
Sponsor
Merchantec Capital
Date: 11-03-2025 05:50:00
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