Sharenet Sites 
Sharenet Sites
Disposal of 30% of Catalytic Connections Pty Ltd and Withdrawal of Cautionary Announcement
TeleMasters Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2006/015734/06
Share code: TLM
ISIN: ZAE000093324
("TeleMasters" or "the Company" or "the Group")
DISPOSAL OF 30% OF CATALYTIC CONNECTIONS PROPRIETARY LIMITED AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on SENS on 28 March 2024 regarding
the disposal by the Company of 30% of the newly created shares of no par value of its major
subsidiary, Catalytic Connections Proprietary Limited ("Catalytic") to Sebenza Education and
Empowerment Holdings Proprietary Limited ("Sebenza").
Sebenza established a trust a number of years ago that provides financial assistance to historically
disadvantaged students who are excelling in mathematics and science, as well as small
entrepreneurial businesses, by funding and introducing new business opportunities to them.
Catalytic is a diversified ICT managed solutions provider to medium and small enterprises through
a comprehensive suite of products and services focused on digital connectivity, cloud
communications, cloud services and cloud security.
Sebenza is not a related party as defined in the Listings Requirements of the JSE Limited ("JSE
Listings Requirements")
2. Rationale for the Disposal
The Company has been exploring various empowerment initiatives and strategic valuing adding
partners over the past couple of years. The Disposal follows the changes in licencing provisions
by the Independent Communications Authority of South Africa (ICASA) which came into effect
from 31 March 2024. The Company will continue to explore other strategic initiatives and partners.
3. Restructure of interest in Catalytic and Issue of new shares
The share capital of Catalytic was reorganised with the creation of new preference share based
on a conservative internal directors' valuation for Catalytic, which preference shares are held
100% by TeleMasters. Thereafter, new ordinary shares of no par value were created and issued in
the ratio of 70 new ordinary shares to TeleMasters for R70.00 and 30 new ordinary shares to
Sebenza for R30.00. This has resulted in an effective 30% disposal of the new shares of no par value
in Catalytic going forward, with the historical value of Catalytic remaining for the benefit of
TeleMasters through the preference shares. The subscription consideration was paid by
TeleMasters and Sebenza into the bank account of Catalytic.
4. Conditions precedent
The Disposal is not subject to any outstanding conditions precedent and is therefore
unconditional. However, the process of filing the associated documents with CIPC is still ongoing.
5. Effective date of the Disposal
The effective date of the Disposal is 31 March 2024 ("Effective Date").
6. Financial information
The financial information relating to Catalytic has been extracted from the segmental information
for the six months ended 31 December 2023, being the date of the most recent published interim
results of TeleMasters.
Period ended 31 December 2023 Catalytic
R
Revenue external 28 143 294
Revenue internal 3 597 253
EBITDA* 3 521 141
Adjusted for:
Depreciation and amortisation (2 204 886)
Interest received 31 218
Finance costs (326 883)
Net profit before tax 1 020 590
Total Assets 20 621 180
Total Liabilities 23 090 624
* Earnings before interest, tax, depreciation, and amortisation
The net profit after taxation, assuming a notional taxation rate of 27% would be R745 031 for the
six months ended 31 December 2023 and the net liabilities at 31 December 2023 were
(R2 469 444).
7. Warranties and other significant terms of the Agreement
The Agreement provides for warranties, undertakings, indemnities and events of default that are
normal for a transaction of this nature.
The Agreement provides for a call option granted to TeleMasters in terms of which all shareholders
of Catalytic will grant TeleMasters the right, from the Effective Date and for as long as they hold
any shares and/or shareholder loans in Catalytic, to require them to sell the shares held by such
shareholders to TeleMasters at an amount equal to the valuation thereof determined and
calculated in accordance with the discounted cash flow principle at that point in time.
Sebenza will nominate a director for appointment to the Board pursuant to the Disposal and the
new director appointment will be announced on SENS in due course.
8. Classification of the Disposal
The Disposal constitutes a category 2 transaction for TeleMasters in terms of the JSE Listings
Requirements.
9. Withdrawal of cautionary
Shareholders are referred to the cautionary announcement released on SENS on 28 March 2024
and are advised that as a result of the publication of this announcement, the cautionary is
withdrawn and shareholders are therefore no longer required to exercise caution when dealing
in their TeleMasters shares.
Waterfall City
17 April 2024
DESIGNATED ADVISOR
AcaciaCap Advisors Proprietary Limited
Date: 17-04-2024 04:27:00
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.
