4SIGHT HOLDINGS LIMITED - Acquisition of X4 Solutions Proprietary Limited and XFour Technology Proprietary Limited

Acquisition of X4 Solutions Proprietary Limited and XFour Technology Proprietary Limited

4SIGHT HOLDINGS LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number: 2022/852017/06)
JSE share code: 4SI ISIN: ZAE000324059
("4Sight" or "the Company")


ACQUISITION OF X4 SOLUTIONS PROPRIETARY LIMITED AND XFOUR TECHNOLOGY PROPRIETARY LIMITED


1.    Introduction

      Shareholders are advised that 4Sight has concluded a sale of shares agreement (the "Agreement") in terms of
      which its wholly owned subsidiary, 4Sight Systems Proprietary Limited (the "Purchaser"), will purchase the
      entire issued share capital of X4 Solutions Proprietary Limited and XFour Technology Proprietary Limited
      (together, the "Companies"), respectively, from X Four Holdings Proprietary Limited (the "Seller") (the
      "Acquisition"). The ultimate beneficial shareholders of the Seller are Clark Fourie, Jaco Smit and Shaun O'Reilly
      (together, the "Key Personnel").

      The salient terms and conditions of the Acquisition are set out in paragraph 3 below.

2.    Information on the Companies and rationale for the Acquisition

      Established in 2017, the Companies have rapidly emerged as a leading Platinum Sage HR & Payroll Partner,
      delivering innovative workforce solutions to customers across more than 20 African countries. The Companies'
      ability to tailor enterprise-grade offerings to the unique dynamics of the African labour market positions them as
      strategic enablers of digital transformation across the continent. With a strong focus on mobility, accessibility and
      scale, the Companies have developed proprietary technologies such as RocketSlip – a lightweight, mobile-first
      employee self-service platform that integrates seamlessly with applications like WhatsApp to reach deskless and
      distributed workforces, which directly addresses a significant segment of Africa's workforce. The Companies'
      depth of technical capability, proven project methodologies and success in navigating complex implementations
      – particularly within Tier 1 enterprises with workforces exceeding 10 000 employees – has cemented the
      Companies' reputation as trusted digital transformation partners.

      The Acquisition aligns with 4Sight's strategy to expand its digital enterprise ecosystem and strengthen its
      footprint in workforce technologies. The Acquisition will unlock immediate synergies across 4Sight's existing
      pillars, including Data Enablement, Modern Digital Enterprise and Adoption & Change Management. The
      combined offering is expected to accelerate innovation, deepen customer engagement and enhance value creation
      across existing and new markets. Through the Acquisition, 4Sight and the Companies are well positioned to
      advance workforce enablement across Africa through intelligent automation, inclusive technology and scalable
      enterprise solutions.

3.    Salient terms of the Acquisition

      3.1.   Implementation date

             The Acquisition will be implemented on 30 April 2025 (the "Implementation Date"), being 5 business
             days after the conclusion of the Agreement. The effective date of the Acquisition is 1 March 2025.

      3.2.   Purchase consideration

             The purchase consideration payable to the Seller for the Companies will be split into two separate tranches
             and discharged as follows:

             3.2.1. Initial tranche

                    An initial tranche of R21 206 500, payable on the Implementation Date, as follows:

                    -     A cash component of R10 603 250; and
                    -     A share component to the value of R10 603 250, payable in newly issued 4Sight shares,
                          which will be issued at a price equal to the 30-day volume weighted average price
                          ("VWAP") of 4Sight shares traded on the JSE calculated at the Implementation Date.

             3.2.2. Earn-out tranche

                    A second conditional deferred tranche of R21 206 500 (the "Earn-out Tranche"), which is subject
                    to adjustment based on the financial performance of the Companies over the period 1 March 2025
                    to 28 February 2026, and will be calculated as follows:

                    -     If the combined net profit after tax ("NPAT") of the Companies are equal to or less than
                          R3 029 500 (the "NPAT Hurdle"), representing 50% of the NPAT Target (as defined
                          below), then there shall be no further payment made to the Seller and the Seller will not
                          receive the Earn-out Tranche; or
                    -     If the combined NPAT of the Companies are greater than the NPAT Hurdle but less than
                          R6 059 000 (the "NPAT Target"), then the Purchaser shall pay the Seller a pro-rata,
                          incrementally tiered portion of the Earn-out Tranche in relation to the NPAT achieved by
                          the Companies exceeding the NPAT Hurdle; or
                    -     If the Companies, on a combined basis, achieve the NPAT Target, then the Earn-out Tranche
                          will be paid to the Seller in full; or
                    -     If the Companies, on a combined basis, exceed 110% of the NPAT Target, then the Purchaser
                          shall pay the Seller a super profit incentive of R25 447 800, being 120% of the Earn-out
                          Tranche.

                    The Earn-out Tranche will be paid to the Seller as follows:

                    -     A cash component equal in value to 50% of the Earn-out Tranche; and
                    -     A share component equal in value to 50% of the Earn-out Tranche, payable in newly issued
                          4Sight shares, which will be issued at a price equal to the prevailing 30-day VWAP of 4Sight
                          shares traded on the JSE.

      3.3.   Pledge

             To ensure future alignment between the Key Personnel and 4Sight and to secure the Key Personnel's
             employment with the 4Sight Group, the Seller has agreed to pledge as security to 4Sight all 4Sight shares
             delivered to the Seller as purchase consideration for the Companies (the "Pledged Shares"), as detailed in
             paragraph 3.2 above, until 28 February 2028 (the "Pledge").

             For the duration of the Pledge, the Seller will not be entitled, without 4Sight's consent, to cede all or any
             of its rights and delegate all or any of its obligations in terms of the Pledge to any third party. However, the
             Seller will retain all voting and dividend rights in respect of the Pledged Shares.

             Should any of the Key Personnel leave the employ of the 4Sight Group during the duration of the Pledge,
             then 4Sight shall be entitled to repurchase all or a part of the Pledged Shares. The repurchase of the Pledged
             Shares will be undertaken subject to full compliance with the JSE Listings Requirements and will be
             effected at a price per share equal to the prevailing 30-day VWAP of 4Sight shares traded on the JSE.

      3.4.   Condition precedent

             The Acquisition is subject to fulfilment of the following outstanding condition precedent by no later than
             30 April 2025:

             -     each of the Key Personnel shall agree to be employed by the Companies (or such other subsidiary of
                   4Sight) until 1 March 2028, or such other period that the Purchaser and Seller may agree, and agree
                   to be restrained from competing with the Companies or 4Sight within the African continent
                   throughout the term of their employment and for a period of two years following the termination of
                   their employment (unless terminated by mutual consent).

             The remaining conditions precedent set out in the Agreement have already been fulfilled.

      3.5.   Other terms of the Agreement

             The Agreement includes market-standard warranties, indemnities and undertakings for a transaction of this
             nature.

4.    Financial information

      The combined profits attributable to the Companies are R4.986 million, and the combined net asset value of the
      Companies are R18.148 million(1). This information has been extracted from the Companies' unpublished
      unaudited management accounts for the 12 months ended 28 February 2025 which have been prepared in terms
      of International Financial Reporting Standards for Small and Medium-sized Entities.

      For purposes of this announcement, 4Sight is satisfied with the quality of these management accounts.

      Note:
      1. The combined net asset value of the Companies are disclosed prior to:
         a. any clean-out distribution by the Companies, which they are entitled to effect in terms of the Agreement, prior 
            to the Implementation Date; and
         b. any payment in kind for the agreed combined net asset value (post the implementation of any clean-out distribution) 
            by means of a further cash payment to the Seller.

5.    Categorisation

      The Acquisition is classified as a category 2 acquisition in terms of the JSE Listings Requirements and
      accordingly does not require 4Sight shareholder approval.

23 April 2025


Sponsor
Java Capital

Date: 23-04-2025 08:30:00
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