TONGAAT HULETT LIMITED - Sale of the South African assets in terms of the adopted and approved business rescue plan and further cautionary

Sale of the South African assets in terms of the adopted and approved business rescue plan and further cautionary

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 OF THE SOUTH AFRICAN ASSETS IN TERMS OF THE
     ADOPTED AND APPROVED BUSINESS RESCUE PLAN AND FURTHER CAUTIONARY

INTRODUCTION

Shareholders are referred to the Stock Exchange News Service ("SENS") announcement released on Friday,
12 January 2024 confirming the adoption of the approved business rescue plan ("the Adopted Plan"). Copies
of the Adopted Plan are available for download on the Company website at: www.tongaat.com under the
'Business Rescue' tab.

Shareholders are further referred to the SENS announcements released on 2 July, 10 July and 8 August 2024,
which detail the equity subscription ("Equity Subscription"), the distribution of a circular to shareholders ("the
Circular") and the related results of the general meeting. Defined terms from the Adopted Plan and the Circular
refer, unless otherwise defined in this SENS.

Considering shareholder approval was not obtained for the Equity Subscription, the Business Rescue
Practitioners ("BRPs") have continued to implement the Adopted Plan, with the emphasis on switching to the
"Alternative Transactions" as outlined in the Adopted Plan – involving the sale of all THL's assets and
operating businesses.

SOUTH AFRICAN ASSETS TRANSACTION DETAILS

The transaction that is the subject of this SENS contemplates the sale by THL of all its assets and operating
businesses in South Africa (the "South African Assets") to Vision Sugar South Africa Proprietary Limited
("Vision Sugar"), a wholly owned subsidiary of Vision Investments 155 Proprietary Limited ("Vision
Investments"), by way of a set off of the purchase consideration for the South African Assets against a portion
of the Lender Group Claims (as defined in the Adopted Plan) ("SA Assets Transaction").

THL, Vision Sugar, Vision Investments, the Vision Parties and the Vision Principals (as defined in the Circular)
("the Parties") signed the Business Sale Agreement ("Sale Agreement") for the SA Assets Transaction on 14
December 2024, which agreement is subject to the fulfilment of a number of suspensive conditions. The sale
agreements relating to the non-South African assets (namely the shares and claims held in 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. Despite shareholders not
supporting the Equity Subscription in August 2024, the BRPs are legally bound and obligated to proceed with
the implementation of the Alternative Transactions as outlined in the Adopted Plan. The BRPs remain of the
view that there is a reasonable prospect of a successful business rescue. The end result contemplated in the
SA Assets Transaction will be that Vision Sugar acquires from THL all of its South African Assets.

Purchase Consideration:

The purchase price payable by Vision Sugar to THL in respect of the South African Assets 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), plus an amount equal to the assumed liabilities.

Effective Date:

The closing date of the SA Assets 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 of the Sale Agreement
are fulfilled or waived, or such other date as agreed to in writing between the Parties.
                                                                                                                
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 Act. The rationale detailed above directly supports the prospects of the continued viability of THL's
operational businesses.

FURTHER CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the previous cautionary and renewal of cautionary announcements, the last of
which was released on SENS on 8 November 2024. THL's shares remain suspended on the JSE, and
shareholders are advised to continue to exercise caution in relation to the Company's securities until a further
announcement is made.

17 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




                                                                                                              

Date: 17-12-2024 05:00:00
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