TONGAAT HULETT LIMITED - Announcement relating to the sale agreement (Zimbabwe) in terms of the adopted and approved business rescue plan

Announcement relating to the sale agreement (Zimbabwe) in terms of 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 RELATING TO THE SALE AGREEMENT (ZIMBABWE) IN TERMS OF THE 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 adopted and approved business rescue plan ("the Adopted Plan"). Defined
terms from the Announcement refer, unless otherwise defined in this SENS.

TRANSACTION DETAILS

The transaction that is the subject of this SENS contemplates the sale by THL of all of its shares held,
constituting 100% of the issued share capital, ("Sale Shares") and the claims for repayment of the shareholder
loans ("Claims") in Triangle Sugar Corporation Limited (registration number: 977/1957, a company registered
and incorporated according to the company laws of Zimbabwe) ("Triangle Sugar"), 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 transaction (as contemplated and permitted in the Adopted
Plan, paragraph 6.1.7.1.). The purchase consideration will be settled by way of a set off against a portion of
the Lender Group Claims ("Zimbabwean Transaction"). Triangle Sugar is the holding company of THL's
operations in Zimbabwe.

THL, Vision Investments, Vision Nominee, the Vision Parties and the Vision Principals ("the Parties") signed
the sale agreement for the Zimbabwean Transaction on 21 December 2024, which agreement is subject to the
fulfilment of a number of suspensive conditions. The sale agreements relating to the shares and claims held
in the remaining foreign entities are still in process and will be signed as soon as the Parties are ready to do
so.

Rationale:

The Adopted Plan was formally approved and adopted on 11 January 2024. The BRPs are legally bound and
obligated to proceed with the implementation of the Alternative Transactions as outlined in the Adopted Plan,
and the Zimbabwean Transaction is the next step in the implementation thereof. The BRPs remain of the view
that there is a reasonable prospect of a successful business rescue.

Purchase Consideration:

The purchase price payable by Vision Nominee to THL in respect of the Sale Shares and Claims in Triangle
Sugar will be the fair market value determined by an appointed independent valuer whose decision, absent
any manifest error, shall be final and binding on the Parties.

Effective Date:

The closing date of the Zimbabwean Transaction (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 is fulfilled or waived, or
such other date as agreed to in writing between the Parties.

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CONTINUING PROSPECTS

The successful execution of the Adopted Plan presents a reasonable prospect of achieving a positive outcome
that aligns with the rights and interests of stakeholders and Affected Persons, in accordance with Chapter 6 of
the Companies Act no 71 of 2008. The rationale detailed above directly supports the prospects of the continued
viability of THL's operational businesses.


23 December 2024

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: 23-12-2024 04:50:00
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