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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
Decision") and that the Purchaser has the right, in terms of the Insurance Act and the Financial Sector
Regulation Act, to appeal the PA Decision,
on 25 June 2024, shareholders were further advised that:
- the Purchaser was in the process of engaging with the Prudential Authority to appeal the PA Decision;
and
- the Parties had entered into Addendum #12 to the Agreement to, inter alia, extend the date of fulfilment
of the Conditions to 31 January 2025 and to amend the Agreement to, inter alia, provide for the payment
of certain of CLL's operating costs by the Purchaser until the 25th day of the calendar month preceding
the Effective Date, as the case may be.
Shareholders are hereby advised that following the Purchaser'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.
The Company's legal counsel is in the process of filing the FST order with the Registrar of the High Court
in Pretoria whereupon the FST order will have the effect of a civil judgment.
Shareholders will be provided with relevant updates on the Disposal in due course.
Cape Town
21 November 2024
Sponsor
Merchantec Capital
Date: 21-11-2024 05:19:00
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