TONGAAT HULETT LIMITED - Announcement regarding the sale agreement under the adopted and approved business rescue plan

Announcement regarding the sale agreement under the adopted and approved business rescue plan

TONGAAT HULETT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1892/000610/06
Share code: TON
ISIN: ZAE000096541
("Company" or "THL")



  ANNOUNCEMENT REGARDING THE SALE AGREEMENTS OF SOCIEDADA DE ASSISTENCIA A
 AGRICULTURA E INDÚSTRIA S.A., TONGAAT HULETT AÇUCAREIRA DE MOÇAMBIQUE S.A., AND
TONGAAT HULETT AÇÚCAR LDA UNDER THE THL ADOPTED AND APPROVED BUSINESS RESCUE
                                       PLAN


INTRODUCTION

Shareholders are referred to the Stock Exchange News Service ("SENS") announcement released on
Tuesday, 17 December 2024, which outlined the details of the sale of the South African Assets ("the
Announcement") in terms of the THL adopted and approved business rescue plan ("the Adopted Plan").
Defined terms from the Announcement refer, unless otherwise defined in this SENS.

TRANSACTION DETAILS

The transactions that are the subject of this SENS contemplate the sale by THL and its subsidiaries (where
applicable) of the shares and claims (if any) held by THL and/or such subsidiaries in the below entities, to Ball
Foundry Holdings Limited, (registration number 161488 C1/GBL, being a company duly incorporated in
accordance with the laws of Mauritius) ("Vision Nominee"), a nominee company of the Vision Parties, which
will be beneficially owned by the Vision Principals on the closing date of the transactions (as contemplated and
permitted in the Adopted Plan, including but not limited to paragraph 6.1.7.1.):

    •   85% of the issued shares in and the claims for repayment of the shareholder loans against Tongaat
        Hulett Açucareira de Moçambique S.A., registration number 100264501, a company registered and
        incorporated according to the company laws of Mozambique;

    •   100% of the quotas in and claims for repayment of the shareholder loans against Tongaat Hulett
        Açúcar Lda, registration number 101186334, a company registered and incorporated according to the
        company laws of Mozambique;

    •   100% of the shares in and claims for repayment of the shareholder loans against Sociedada De
        Assistêcia A Agricultura E Industria S.A., registration number 500253153, a company registered and
        incorporated according to the company laws of the Portuguese Republic;

        collectively the "Mozambique Transactions".

The Mozambique Transactions constitute the sale by THL and its subsidiaries (where applicable) of all of its
interests and operations in Mozambique, to Vision Nominee.

Purchase Consideration

The purchase price payable by Vision Nominee in respect of the shares or quotas and claims forming the
subject matter of each Mozambique Transaction, as outlined above, will be the fair market value thereof
determined by an appointed independent valuer whose decision, absent any manifest error, shall be final and
binding. Such purchase price will be settled by way of a set off against a corresponding portion of the Lender
Group Claims.

The sale agreement governing the Mozambique Transactions were signed on 10 February 2025. Each such
agreement is subject to the fulfilment of a number of suspensive conditions.


                                                                                                               1
Effective Date

The closing date of each of the Mozambique Transactions (being the effective date thereof) is the first business
day of the calendar month following the month in which the last of the suspensive conditions referred to above
is fulfilled or waived, or such other date as agreed to in writing between the parties to the relevant sale
agreement.

Rationale

The Adopted Plan was formally approved and adopted on 11 January 2024. The BRPs are legally bound and
obligated to continue with the implementation of the Alternative Transactions as outlined in the Adopted Plan,
and the Mozambique Transactions are steps in such implementation.

CONTINUING PROSPECTS

The BRPs remain of the view that there is a reasonable prospect of a successful business rescue of THL, and
the continued implementation of the Adopted Plan advances the prospects of the continued viability of THL's
operational businesses.


11 February 2025

JSE Sponsor to THL
PSG Capital

Business Rescue Practitioners
Metis Strategic Advisors

Corporate Advisor to THL
BSM Advisory

Legal Advisor to THL
Werksmans Attorneys

Financial Advisor to Vision
The Standard Bank of South Africa Limited

Corporate Advisor to Vision
Valorem Capital

Legal Advisor to Vision
SteinScop Attorneys




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Date: 11-02-2025 04:50:00
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