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Investment by Sabcap in Frogfoot, Vox and Hypa
SABVEST CAPITAL LIMITED
Incorporated in the Republic of South Africa
Registration number 2020/030059/06
ISIN: ZAE000283511
JSE share code: SBP
("Sabcap")
INVESTMENT BY SABCAP IN FROGFOOT, VOX AND HYPA
1. INTRODUCTION
Sabcap is pleased to advise its shareholders that its wholly owned subsidiary, Sabvest Finance and Guarantee
Corporation Proprietary Limited, has undertaken to invest, by way of a subscription for new shares, in each of
Frogfoot Holdings Proprietary Limited ("Frogfoot") and Vox Telecommunications Holdings Proprietary Limited
("Vox") ("Transaction") as part of a broader composite transaction ("Composite Transaction") pursuant to which
several new proposed shareholders of Frogfoot and Vox ("Subscribers") have undertaken to subscribe for new
shares in each of Frogfoot and Vox on the same terms. Frogfoot and Vox, together with their respective
subsidiaries, including Frogfoot Networks Proprietary Limited, Vox Telecommunications Proprietary Limited
and Hypa Fibre Proprietary Limited ("Hypa"), are collectively referred to herein as "the Companies".
2. PARTIES AND BENEFICIAL OWNERSHIP
Frogfoot and Vox are both privately held South African companies with the same shareholders. In terms of
paragraph 8.13(a)(ii) of the JSE Limited Listings Requirements, Frogfoot, Vox and their existing shareholders
and Subscribers have stated that they do not wish to publicly disclose the identities of their ultimate beneficial
owners. Based on the information made available to Sabcap, it is satisfied that none of the existing
shareholders of Frogfoot and Vox, the Subscribers, or their ultimate beneficial owners are related parties to
Sabcap, its directors, prescribed officers or controlling shareholder, and that the non-disclosure of the identities
of the parties’ ultimate beneficial owners is not material to an assessment of the terms of the Transaction.
3. TRANSACTION TERMS AND SHAREHOLDINGS
Sabcap has undertaken to subscribe for new shares in Frogfoot and Vox for an aggregate cash subscription
of R754m ("Subscription Amount") and will thereafter hold an interest of not less than 8,97% in the Companies.
Sabcap will be part of a pool Consortium headed by a subsidiary of DNI 4-PL Contracts Proprietary Limited
(“DNI”). The DNI Consortium members will hold 34,8% of the Companies, of which DNI itself will hold 18,13%
directly. Sabcap is currently a 19,4% shareholder in DNI directly and indirectly. The effective date of the
Transaction and payment of the full Subscription Amount is 1 October 2026 ("Subscription Date") (subject to
the fulfilment of all conditions precedent by no later than 24 September 2026) and is based on an enterprise
value of R14.4 billion being ascribed to the Companies, which implies a combined after-debt equity value of
R8.4 billion.
4. FUNDING OF THE TRANSACTION
Sabcap will fund the Subscription Amount from new term bank debt raised for the Transaction.
5. THE BUSINESS OF THE COMPANIES
- Frogfoot is an open access fibre network operator ("FNO") providing FTTH, FTTB and FTTT infrastructure
across South Africa. It was established over 25 years ago and is now the fourth largest FNO in the South
African market.
- Vox is a national internet service provider, serving businesses, public-sector customers and households
across South Africa. It offers fixed and wireless connectivity, voice and telephony, data, cloud and
collaboration, and cyber-security services.
- Hypa offers prepaid fibre broadband services to lower-income households, on the Vuma Reach,
Openserve and Frogfoot Rise networks.
6. FINANCIAL INFORMATION
As at 31 August 2025, being the date of the latest audited financial statements of Frogfoot and Vox, which
were prepared in terms of International Financial Reporting Standards, Frogfoot and Vox together reported:
- Negative Net Asset Value of R665m; and
- Loss After Tax of R256m.
7. RATIONALE
Sabcap expects its investment in the Companies to be materially value accretive, for the following reasons:
- The Companies are a well established growing group of businesses with excellent and experienced
management in a growing market, with particular opportunities to expand into servicing the low LSM
segment in South Africa;
- The additional capital raised by the Companies from the Composite Transaction will strengthen the
Companies materially and will facilitate an acceleration of its expansion; and
- The Composite Transaction brings together high quality financial investors, some of whom have many
years' experience as investors in the Companies, in support of an experienced management team whose
interests will be further aligned with those of shareholders.
8. CONDITIONS PRECEDENT
The implementation of the Composite Transaction is subject to fulfilment the following conditions precedent by
no later than 24 September 2026:
- The Boards of Directors of Frogfoot and Vox have approved the Composite Transaction and all relevant
agreements and associated corporate actions;
- The Boards of Directors of all the Subscribers to the Composite Transaction, and certain of the existing
shareholders of the Companies that will be exiting as such, have approved the Composite Transaction
and all relevant agreements, and all associated corporate actions;
- The requisite non-recourse warranty and indemnity insurance policy has been entered into by the relevant
parties and has become unconditional;
- The agreements which are required to record the terms of certain post-Transaction restructuring
arrangements are entered into by the relevant parties;
- The debt funding agreements of all Subscribers required by them to settle their portions of the aggregate
subscription price payable under the Composite Transaction have been entered into and have become
unconditional in accordance with their respective terms; and
- The agreements for certain increased debt facilities being made available to the Companies have been
entered into and have become unconditional.
9. OTHER SIGNIFICANT TERMS
The Composite Transaction is subject to customary warranties, undertakings, indemnities, liability limitations
and breach provisions for a transaction of this nature.
In addition, prior to the Subscription Date, the Subscribers may terminate the Composite Transaction in certain
agreed circumstances, including: if agreed financial thresholds relating to the adjusted EBITDA and adjusted
net debt of the Companies are not met, if the business of the Companies is not conducted materially in
accordance with the agreed investment plan, if certain material ICASA license events occur, if insolvency or
business rescue events affect relevant exiting shareholders or members of the Companies, if legal or
governmental proceedings or actions restrain, prohibit, delay or render illegal the implementation of the
Composite Transaction, or if specified key-person continuity requirements are not satisfied. Certain exiting
shareholders have corresponding termination rights prior to the Subscription Date in respect of insolvency or
business rescue events affecting Subscribers or members of the Companies and in respect of legal or
governmental proceedings or actions affecting implementation of the Composite Transaction.
10. CATEGORISATION OF THE TRANSACTION
The Transaction constitutes a Category 2 transaction in terms of the JSE Limited Listings Requirements and,
as such, no shareholder approval is required in terms thereof or in terms of Sabcap’s approved Investment
Policy.
11. ADVISORS
FirstRand Bank Limited, acting through its Rand Merchant Bank division, acted as financial advisor to the
Companies in regard to the Composite Transaction.
Werksmans Attorneys acted as legal advisors to Sabcap and various Subscribers in regard to the Composite
Transaction.
Sandton
24 August 2026
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 24/08/2026 05:05:00
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