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Renewal of Cautionary Announcement
TELEMASTERS HOLDINGS LIMITED
(Registration Number: 2006/015734/06)
JSE Code: TLM ISIN: ZAE000093324
("TeleMasters" or "the Company")
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the previous cautionary announcements published by the Company,
the last of which was dated 11 November 2024.
Potential Change in Control
As stated previously, the two largest shareholders of TeleMasters had received a non-binding
expression of interest and term sheet from the BEE company referred to in the cautionary
announcement published on 4 July 2024 ("Acquiror") to acquire all of their shares for a purchase
consideration consisting of cash and shares ("Proposed Transaction").
The Proposed Transaction will, if concluded, result in a change of control of TeleMasters and
therefore trigger a mandatory offer in terms of section 123 of the Companies Act, 2008 to the
remaining shareholders of TeleMasters in due course. Shareholders are advised that the Acquiror
is still awaiting the outcome of its funding application in respect of the Proposed Transaction,
which process has been slower than expected but is still progressing well, and which will be
communicated to shareholders once received.
Shareholders are reminded that the Proposed Transaction will be subject to a number of
conditions precedent, including, amongst others, the completion of funding agreements by the
Acquiror, and all necessary government, regulatory and third-party approvals.
Potential Acquisition
Shareholders are advised that the Company has issued a conditional, binding offer for an
acquisition which would be substantial to TeleMasters and, if concluded, would require
shareholder and regulatory approvals. The binding offer is currently under consideration and the
funding for the transaction is in the process of being secured. A further announcement is expected
in February 2025.
Renewal of cautionary announcement
Due to the potential change in control as well as the potential acquisition, shareholders are
advised to continue to exercise caution whilst dealing in their securities until a further
announcement is made.
Responsibility Statement
The board of directors of TeleMasters collectively and individually accepts responsibility for the
information contained in this announcement and certifies that, to the best of its knowledge and
belief, the information contained in this announcement does not omit anything that is likely to
affect the import of such information.
Waterfall City
24 December 2024
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 24-12-2024 09:41:00
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