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Disposal of a Portion of Interests in GenExperience Pty Ltd and Withdrawal of Cautionary Announcement
TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
Share code: TMT
ISIN: ZAE000013991
("Trematon" or "the Company")
DISPOSAL BY TREMATON OF A PORTION OF ITS INTEREST IN GENEXPERIENCE
PROPRIETARY LIMITED ("GenEx") BY MEANS OF AN ISSUE OF SHARES FOR CASH AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Trematon shareholders are advised that in terms of agreements concluded on 5 August 2024 the
Company will effectively dispose of a 60% portion of its shareholding in GenEx to Dr Khamis Obaid
Mubarak Al Ajmi ("Dr Khamis"), an investor in school operations, namely the Tamkeen Education and
KNO schools, based in Qatar and Oman, for a total cash consideration of US$3 000 000 (the
"Consideration"). Dr Khamis is not a related party of Trematon. This disposal will be effected by
means of an issue of shares in GenEx for cash to Dr Khamis ("GenEx Share Issue") as detailed
below.
Trematon is an investment entity which holds an indirect 75.8% interest in GenEx, via its wholly owned
subsidiary, Tremgrowth Proprietary Limited. GenEx is a start-up edu-tech business and forms part of
the Generation Education Group which is a school business that operates mainly in the Western
Cape. The schools offer Montessori education in the early years and Cambridge International
curriculum In the later years. Generation Education also offers a unique pathway into tertiary
institutions with its international access qualifications. GenEx is an integrated edu-tech platform
company that is focused on rebooting the educational environment by empowering schools,
instructors and students. Trematon together with the other shareholders in GenEx recently
recapitalised the company by restructuring their interest in GenEx via the conversion of a portion of
their respective loans to equity. This resulted in Trematon's effective interest in GenEx reducing to
75.8% from 82.7%.
2. TERMS OF THE GENEX SHARE ISSUE
The GenEx Share Issue will be implemented by issues of additional ordinary shares in the share
capital of GenEx to Dr Khamis in 6 tranches of 10% each at a consideration of US$500 000 per
tranche as follows:
• Tranche 1: US$500 000 due and payable on the 1st business day following the signing of
the agreements;
• Tranche 2: US$500 000 due and payable by no later than 30 October 2024;
• Tranche 3: US$500 000 due and payable by no later than 31 March 2025;
• Tranche 4: US$500 000 due and payable by no later than 30 September 2025;
• Tranche 5: US$500 000 due and payable by no later than 31 March 2026; and
• Tranche 6: US$500 000 due and payable by no later than 30 September 2026.
The GenEx Share Issue will result in Dr Khamis acquiring a further 10% interest in GenEx against
payment of each tranche and will ultimately result in the dilution of Trematon's investment in GenEx
from 75.8% to 30.3%.
3. RATIONALE FOR THE GENEX SHARE ISSUE AND USE OF PROCEEDS
The Share Issue will provide GenEx with the resources required to grow the business within South
Africa as well as expanding to the Middle East and United Kingdom. The Consideration will be used
to expand GenEx's current product offering as well as increase its footprint in the global edu-tech
market.
4. CONDITIONS PRECEDENT
The implementation of the Genex Share Issue is not subject to the fulfilment of any outstanding
conditions precedent, other than that it will be subject to such regulatory approvals as are customary
for a transaction of this nature, including that of the Takeover Regulation Panel, in terms of the
Companies Act (Act 71 of 2008).
5. WARRANTIES AND OTHER MATERIAL TERMS
The parties have provided each other with such warranties as are considered standard for an issue
of shares for cash of this nature.
6. FINANCIAL INFORMATION
The financial information set out below has not been reviewed or reported on by a reporting
accountant in terms of Section 8 of the listings requirements of the JSE Limited ("JSE Listings
Requirements") and is the responsibility of Trematon's directors.
As at the last reporting date of 31 August 2023, GenEx's financial position reflected a net liability of
R17.4 million. GenEx reported a loss after tax of R8.1 million for the year ended 31 August 2023.
Trematon's interest in GenEx at that date comprised a shareholding of 82.7%. No value was attributed
to this interest in Trematon's intrinsic net asset value statement at 31 August 2023.
The above financial information has been extracted from Trematon's audited and consolidated annual
financial statements for the year ended 31 August 2023, which were prepared in accordance with
International Financial Reporting Standards.
7. CATEGORISATION
The GenEx Share Issue and consequent disposal by Trematon of a portion of its interest in GenEx is
classified as a category 2 transaction in terms of the JSE Listings Requirements and, accordingly,
does not require shareholder approval.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
With reference to the information detailed in this announcement shareholders are advised that the
cautionary announcement published on SENS on 5 July 2024 is withdrawn and that they no longer
need to exercise caution when dealing in the Company's securities.
Cape Town
6 August 2024
Sponsor
Questco Corporate Advisory Proprietary Limited
Legal Advisor
Bernadt Vukic Potash & Getz Attorneys
Date: 06-08-2024 11:00:00
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