TELEMASTERS HOLDINGS LIMITED - Renewal of Cautionary Announcement

Renewal of Cautionary Announcement

TELEMASTERS HOLDINGS LIMITED
(Registration Number: 2006/015734/06)
JSE Code: TLM ISIN: ZAE000093324
("TeleMasters" or "the Company")

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement published on 4 July 2024 ("First
Announcement") and are advised as follows:

Potential Change in Control
The two largest shareholders of TeleMasters have received a non-binding expression of interest and term
sheet from the BEE company referred to in the First Announcement ("Acquiror") to acquire all of their shares
for a purchase consideration consisting of cash and shares ("Proposed Transaction").

The Proposed Transaction will, if concluded, result in a change of control of TeleMasters and therefore
trigger a mandatory offer in terms of section 123 of the Companies Act, 2008 to the remaining shareholders
of TeleMasters in due course.

The Proposed Transaction will be subject to a number of conditions precedent, including, amongst others:
-  the completion of funding agreements by the Acquiror;
-  completion of a legal and financial due diligence investigation by the Acquiror on TeleMasters to the
   satisfaction of the Acquiror; and
-  all necessary government, regulatory and third-party approvals to lawfully complete the Proposed
   Transaction.

Potential Acquisition
The Company has issued a non-binding expression of interest for an acquisition which would be substantial
to TeleMasters and, if concluded, would require shareholder and regulatory approvals. Negotiations in
respect of this transaction are ongoing.

Accordingly, shareholders are advised to continue to exercise caution whilst dealing in their securities until
a further announcement is made.

Responsibility Statement
The board collectively and individually accepts responsibility for the information contained in this
announcement and certifies that, to the best of its knowledge and belief, the information contained in this
announcement does not omit anything that is likely to affect the import of such information.

Waterfall City
19 August 2024

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 19-08-2024 01:50:00
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