Wrap Text
Disposal of CRIH and CLL: Update
CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
("Conduit Capital")
DISPOSAL OF CRIH AND CLL: UPDATE
Shareholders are referred to the announcements released on SENS on:
- 24 May 2023 ("Terms Announcement") (and using the terms defined therein unless otherwise stated)
wherein shareholders were advised that Conduit Capital and its wholly-owned subsidiary, Copper
Sunset Trading 186 Proprietary Limited ("Copper Sunset"), have entered into an Agreement with TMM
Holdings Proprietary Limited ("TMM" or "the Purchaser"), an unrelated third party, to dispose of the
"Sale Interest" to TMM for an aggregate cash purchase price of R55 million ("Purchase Price")
("Disposal"); and
- 30 June 2023, 28 July 2023, 28 August 2023, 27 September 2023, 24 October 2023, 23 November
2023, 25 January 2024, 21 February 2024, 25 March 2024, 24 April 2024 and 28 May 2024 wherein
shareholders were advised, inter alia, that:
o the parties to the Agreement ("Parties") had entered into addenda thereto to extend the date of
fulfilment of the suspensive conditions of the Disposal ("Conditions"), which Conditions include,
inter alia, approval by the JSE and the Prudential Authority; and
o the JSE had declined the further request for extension of the distribution date of the Circular and
accordingly, the Circular is to be finalised and distributed as soon as possible.
Further to the announcement released on SENS on 7 June 2024 wherein shareholders were advised:
- that the Prudential Authority had declined TMM's application to approve the Disposal ("the PA's
Decision") and that Conduit and TMM had the right, in terms of the Insurance Act and the Financial
Sector Regulation Act, to apply to the Financial Services Tribunal to set aside the PA Decision,
on 25 June 2024, shareholders were further advised that:
- Conduit and TMM were in the process of taking steps to set aside the PA Decision; and
- the Parties entered into Addendum #12 to the Agreement to, inter alia, extend the date for fulfilment of
the Suspensive Conditions therein to 31 January 2025 and to amend the Agreement to, inter alia,
provide for the payment of certain of CLL's operating costs by TMM until the 25th day of the calendar
month preceding the Effective Date, as the case may be.
Shareholders are hereby advised that following Conduit and TMM's application to the Financial Services
Tribunal ("FST") to set aside the PA's Decision, the application was argued on 20 November 2024 and a
written order was handed down by the FST. The FST set aside the PA's Decision and referred the matter back to the Prudential Authority for reconsideration at an internal meeting scheduled for 26 February 2025
("Meeting").
Shareholders are hereby advised that further to the announcement released on SENS on 21 November
2024 regarding the order handed down by the FST for the Prudential Authority to reconsider its decision at
the Meeting, the Parties entered into a further addendum to the Agreement ("Addendum #13") to:
- extend the date of fulfilment of the Conditions to on or before 17 March 2025, in anticipation of a positive
response from the Prudential Authority before this date; and
- terminate the payment of certain of CLL's operating costs by TMM after the end of January 2025.
The Company's lawyers have filed the FST order with the Registrar of the High Court in Pretoria whereupon
the FST has the effect of a civil judgment.
Shareholders will be provided with relevant updates on the Disposal in due course.
Cape Town
5 December 2024
Sponsor
Merchantec Capital
Date: 05-12-2024 04:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
