Wrap Text
Sale of Shares by a Subsidiary
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “the company”)
SALE OF SHARES BY A SUBSIDIARY
1. INTRODUCTION
The board of directors of Vunani Limited (“the Board”) hereby informs shareholders that the Company’s
wholly owned subsidiary, Vunani Capital Proprietary Limited (“Vunani Capital” or “Seller”), and its 50%
jointly controlled venture Verso Group Proprietary Limited (“Verso”), have concluded an agreement (the
“Agreement”) for the sale of 50% of the issued share capital of Verso (“Sale Shares”), to the Momentum
Group Limited via its subsidiary Momentum Strategic Investments Proprietary Limited (“Momentum” or
“Purchaser”), subject to standard commercial conditions (“the Transaction”).
2. RATIONALE FOR THE TRANSACTION
The Transaction will result in the full disposal of this investment that formed part of the asset
administration business segment in Vunani Capital. This will enable the group to focus on growing the
activities of its 70% shareholding in Fairheads which remains in its asset administration segment.
3. NATURE OF BUSINESS
3.1. Vunani Capital
Vunani Capital is a wholly owned subsidiary of Vunani Limited. Its main business is to hold investments
for the group’s financial services assets and provide corporate advisory services.
3.2. Verso
Verso provides retirement fund administration services, independent employee benefit services and
group risk benefit consulting services.
4. SALE OF SHARES
With effect from the Effective Date the Seller shall sell and transfer to the Purchaser the Sale Shares.
On conclusion of the Transaction, Vunani Capital would have disposed of its entire interest in Verso.
5. CONDITIONS PRECEDENT
The Transaction is subject to the fulfilment of certain conditions precedent. The Transaction will only
become effective upon fulfilment or waiver, where legally permissible, of the applicable conditions
precedent.
5.1 By not later than seven days from the 25th of September 2026 (“Signature Date”), the seller has
obtained all necessary corporate approvals, including board and shareholder resolutions as are
required in order to implement the agreement.
5.2 By no later than thirty days from Signature Date, the Seller has provided resignation letters of
executives from Verso, in relation to the implementation of the agreement.
5.3 By no later than sixty days from Signature Date, the Seller has provided confirmation that all
amounts owing by any Seller, any member of the Group or any shareholder to the Company shall
have been fully and finally settled, discharged or extinguished in full
5.4 By no later than sixty days from Signature Date, the Seller has delivered to the Purchaser a
certificate confirming that there has been no undisclosed leakage during the locked-box period,
that any leakage has been fully disclosed, and that no arrangement exists that would result in such
leakage, together with the latest management accounts.
5.5 By no later than thirty days from Signature Date, the parties has obtained all consents, approvals,
waivers, confirmations and/or notices required from, or to be given to, any customer, supplier,
service provider, landlord, licensor or other contractual counterparty of the Company, in relation to
the implementation of the agreement.
5.6 By no later than thirty days from Signature Date, the parties have obtained all consents, approvals,
waivers, confirmations and/or notices required from, or to be given to, any regulator of the
Company, in relation to the implementation of the agreement.
5.7 The confirmation by the Seller that there have been no material adverse changes that have
affected Verso between 1 March 2026 and the closing date.
The conditions must be fulfilled within three months after the signature date (being the longstop date).
The longstop date may be extended by agreement between the Purchaser and the Seller in writing.
6. EFFECTIVE DATE
The effective date of the Agreement shall be 1 September 2026.
7. CLOSING DATE
The closing date is the seventh business day succeeding the date that all conditions precedent is fulfilled.
8. PAYMENT CONSIDERATION
The purchase consideration payable to Vunani Capital by the Purchaser is an amount of R26.25 million,
of which is R20 million is payable in cash on the closing date. The balance of R6.25 million is payable
after 12 months, subject to certain commercial and regulatory milestones being met.
9 FINANCIAL INFORMATION
The value of the Verso’s net assets that are the subject of the Transaction as at 28 February 2026 and
31 August 2025, being the latest financial year end and interim period of Vunani Limited, respectively,
was R8.3 million and R9.7 million. The loss after tax attributable to such net assets for the year ended
and interim period ended 28 February 2026 and 31 August 2025, respectively, was R1.0 million and R0.8
million.
10 UTILISATION OF PROCEEDS
The proceeds from the sale will be utilised to strengthen the financial position of Vunani, improve liquidity
as well providing a return for shareholders through dividends.
11 CATEGORISATION OF THE TRANSACTION
The Transaction is classified as a Category 2 transaction in terms of the JSE Listings Requirements.
28 September 2026
Sandton
Sponsor
Vunani Sponsors
Date: 28/09/2026 08:00:00
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