CONDUIT CAPITAL LIMITED - Disposal of Interest in Century 21, South Africa

Disposal of Interest in Century 21, South Africa

CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND  ISIN: ZAE000073128
("Conduit Capital" or "the Group")


DISPOSAL OF INTEREST IN CENTURY 21, SOUTH AFRICA


1. INTRODUCTION

   1.1   Shareholders are advised that on 25 November 2024 ("Signature Date"), Conduit Capital's
         wholly owned subsidiary, Conduit Management Services Proprietary Limited ("CMS") and 51%
         shareholder in Deal Design Commercial Property and Business Broking Proprietary Limited
         trading as Century 21, South Africa ("Century 21"), entered into an offer to purchase shares and
         claims agreement and an addendum thereto ("Agreement") with the other shareholders of
         Century 21, namely Charalampos Nicolaides ("Nicolaides"), the trustees for the time being of
         The Koulis Trust ("Koulis Trust") and the trustees for the time being of The United Road Trust
         ("United Road Trust"), and HMF7 Proprietary Limited ("the Purchaser"), an unrelated third
         party.

   1.2   In terms of the Agreement, CMS will dispose of the shares it owns in, and proportionate share
         of the claims it has against, Century 21 ("Sale Interest"), to the Purchaser for a total purchase
         price of R7 242 000.00 ("Purchase Price") ("Disposal").

   1.3   The Sale Interest comprises:

         1.3.1   510 shares, being 51.0% of the 1 000 issued ordinary shares of Century 21 ("Share
                 Capital"); and

         1.3.2   all claims on loan account which CMS has against Century 21.

   1.4   The sale and purchase of the Sale Interest constitutes one indivisible transaction.

   1.5   The beneficial owner of the Purchaser is Frank Johannes Haupt (100%).

2. THE DISPOSAL

   2.1   Nature of the Century 21 business

         Operating under an international franchise agreement with Reology Group LLC ("Reology"),
         Century 21 is a South African property agency franchisor, with 51 franchises.

   2.2   Rationale for the Disposal and application of sale proceeds

         The Disposal forms part of the Group's efforts to dispose of its non-core investments.
         The proceeds of the Disposal will be utilised to bolster the Group's cash reserves.

   2.3   Resolutive Condition and Effective Date

         2.3.1   The implementation of the Agreement is subject to the fulfilment of the following
                 resolutive condition:

                 2.3.1.1  Reology provides its written consents and approval to the acquisition by the
                          Purchaser of at least 51% of the Share Capital, as sub-franchisor in the
                          international franchise agreement, within 60 days of the Signature Date, or such
                          later date as may be agreed between the parties to the Agreement; and

         2.3.2   The effective date of the Disposal will be the date of payment of the Purchase Price
                 ("Effective Date").

   2.4   Payment of the Purchase Price and implementation date

         2.4.1   Payment by the Purchaser of the Purchase Price, which has been guaranteed by means of
                 an undertaking for payment from the Purchaser's attorneys, will be made in cash to CMS
                 by way of electronic funds transfer within 14 days from receipt of written confirmation:

                 2.4.1.1  from Reology of its acceptance of the acquisition by the Purchaser, as referred
                          to in paragraph 2.3.1.1 above; and

                 2.4.1.2  from the auditors that the signed share transfer forms and cession of loan
                          accounts are held in trust by the auditors, for execution on payment by the
                          Purchaser of the Purchase Price.

         2.4.2   The date of implementation of the Disposal will be the Effective Date or the fifth business
                 day immediately following delivery of the relevant share transfer documents to the
                 Purchaser or its nominees.

   2.5   Warranties

         The Agreement contains warranties and undertakings which are standard for a disposal of this
         nature.

3. FINANCIAL INFORMATION

   The audited net asset value of Century 21 for the year ended 30 June 2024 was R7.61 million. The audited
   profit attributable to Century 21 for the year ended 30 June 2024 was R2.42 million.

   The annual financial statements of Century 21 were prepared in accordance with International Financial
   Reporting Standards and the Companies Act (Act 71 of 2008), as amended.

4. CATEGORISATION OF THE DISPOSAL

   Given the suspension of the listing of Conduit Capital securities on the JSE Limited ("JSE") on
   21 September 2022, the Company is currently engaging with the JSE to obtain certainty regarding the
   classification of the Disposal, the outcome of which will be released on SENS once finalised.


Cape Town
26 November 2024

Sponsor
Merchantec Capital
Date: 26-11-2024 12:00:00
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