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Joint announcement regarding the posting of the combined circular to Omnia shareholders and the notice of scheme meeting
OMNIA HOLDINGS LIMITED SOLAR SA INVESTMENTS PROPRIETARY
(Incorporated in the Republic of South Africa) LIMITED
(Registration number 1967/003680/06) (Incorporated in the Republic of South Africa)
JSE share code: OMN (Registration number 2026/528940/07)
ISIN: ZAE000005153 (SOLAR SA)
(OMNIA)
JOINT ANNOUNCEMENT REGARDING THE POSTING OF THE COMBINED CIRCULAR TO OMNIA SHAREHOLDERS AND THE NOTICE
OF SCHEME MEETING
Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in
the announcement, bear the same meaning as ascribed to them in the combined circular (Circular) to
Omnia Shareholders dated 7 October 2026.
1. INTRODUCTION
1.1 Omnia Shareholders are referred to the Firm Intention Announcement released by Omnia on
SENS and the A2X on 14 September 2026, in which Omnia Shareholders were advised that
Omnia, Solar SA and Solar Mauritius concluded the Implementation Agreement, in terms of
which Solar SA agreed to make an offer to acquire all of Omnia’s issued ordinary shares
(excluding treasury shares) (Scheme Shares) by way of a scheme of arrangement in terms
of section 114(1)(c) of the Companies Act, read with section 115 of the Companies Act, to be
proposed by the Omnia Board between Omnia and Omnia Shareholders (Scheme) (the
Offer).
1.2 Solar SA is wholly-owned by Solar Mauritius, which in turn is wholly-owned by Solar Industries
India Limited (SIIL), the ultimate holding company of Solar SA, the shares of which are listed
on the National Stock Exchange of India Limited and the BSE Limited.
1.3 If the Scheme becomes operative, Scheme Participants will receive a cash consideration of
R134.50 (13450.00 cents) per Scheme Share from Solar SA on the Scheme Implementation
Date (Scheme Consideration). The Scheme Consideration values the entire issued share
capital of Omnia (excluding treasury shares) at R21,828,973,400.
1.4 Following implementation of the Scheme, the listing of all of the Omnia Shares will be
terminated on the Main Board of the JSE and on A2X (Delisting), and Omnia will become a
wholly-owned subsidiary of Solar SA.
1.5 The implementation of the Scheme remains subject to the fulfilment or waiver (where
applicable) of the Scheme Conditions set out in paragraph 5.2 of the Circular. If the Scheme
Conditions are not fulfilled or waived, as the case may be, on or before the Long Stop Date,
the Scheme will not become operative and will not be implemented, and Omnia Shareholders
will retain their Omnia Shares.
2. POSTING OF THE CIRCULAR AND NOTICE OF SCHEME MEETING
2.1 Omnia Shareholders are advised that Omnia will, on Wednesday, 7 October 2026, distribute
the Circular to Omnia Shareholders relating to, among other things, the Scheme and the
subsequent Delisting, and incorporating the Independent Expert’s Report, the Notice of
Scheme Meeting, a participation application form (pink), a form of proxy for use by Certificated
Shareholders and Dematerialised Shareholders with own name registration only (green) and
a form of surrender and transfer for use by Certificated Shareholders only (blue).
2.2 The Scheme Meeting will be held entirely by way of electronic communication at 10:00 on
Thursday, 5 November 2026 (or any other adjourned or postponed date and time in
accordance with the provisions of section 64(11) of the Companies Act and the Omnia MOI,
read with the Listings Requirements), for the purpose of considering and, if deemed fit,
passing, with or without modification, the Scheme Resolution set out in the Notice of Scheme
Meeting. There will be no physical venue for the Scheme Meeting.
2.3 A copy of the Circular is available on the Omnia website at https://omnia.co.za/media/omnia-
circular-2026.pdf and will be available for inspection by Omnia Shareholders during normal
business hours at the registered office of Omnia at Omnia House, Building H, Monte Circle
Office Park, 178 Montecasino Boulevard, Fourways, Sandton, 2191, from Wednesday, 7
October 2026 up to and including the Scheme Implementation Date.
3. SALIENT DATES AND TIMES
The salient dates and times assuming the successful implementation of the Scheme are set out
below:
2026
Record Date to determine which Omnia Shareholders are Friday, 2 October
entitled to receive the Circular on
Circular together with the accompanying notice convening the Wednesday, 7 October
Scheme Meeting, form of proxy (green) and Form of Surrender
and Transfer (blue) distributed to Omnia Shareholders on
Announcement relating to the issue of the Circular (together with Wednesday, 7 October
the Notice of the Scheme Meeting) released on SENS on
Announcement relating to the issue of the Circular (together with Thursday, 8 October
the Notice of the Scheme Meeting) published in the press on
Last date to trade in Omnia Shares on the JSE in order to be Tuesday, 27 October
recorded on the register to vote at the Scheme Meeting on
(Voting Last Day to Trade) (Refer to note 2 below) on
Record date for Omnia Shareholders to be recorded in the Friday, 30 October
Register in order to be eligible to attend, participate in and vote
at the Scheme Meeting, being the Voting Record Date, by the
close of trade on
Last day and time to lodge forms of proxy (green) with the Monday, 2 November
Transfer Secretaries by 10:00 (refer to note 3 below) on
Last date and time for Omnia Shareholders who wish to object to Thursday, 5 November
the Scheme to give notice to Omnia of their objections to the
Scheme Resolution in terms of section 164(3) of the Companies
Act by no later than 10:00 on
Forms of Proxy (green) not lodged with the Transfer Secretaries Thursday, 5 November
to be submitted to the chairperson of the Scheme Meeting at any
time before the proxy exercises any rights of the Omnia
Shareholder at the Scheme Meeting on
Scheme Meeting held at 10:00 on Thursday, 5 November
Results of the Scheme Meeting released on SENS on Thursday, 5 November
Results of the Scheme Meeting published in the South African Friday, 6 November
press on
If the Scheme is approved by Omnia Shareholders at the
Scheme Meeting:
Last day for Omnia Shareholders who voted against the Scheme Thursday, 12 November
to require Omnia to seek Court approval for the Scheme in terms
of section 115(3)(a) of the Companies Act, if at least 15% of the
total votes of Omnia Shareholders at the Scheme Meeting were
exercised against the Scheme on or about
Last day for Omnia Shareholders who voted against the Scheme Thursday, 19 November
to apply for a Court to review the Scheme in terms of section
115(3)(b) of the Companies Act if less than 15% of the total
votes of Omnia Shareholders at the Scheme Meeting were
exercised against the Scheme (refer to note 5 below) on or
about
Last date for Omnia to give notice of adoption of the Scheme Thursday, 19 November
Resolution to Dissenting Shareholders in accordance with
section 164(4) of the Companies Act (refer to note 5 below) on
or about
Assuming notice of adoption of the Scheme Resolution is given Friday, 18 December
to Dissenting Shareholders on Thursday, 19 November 2026,
last day for Dissenting Shareholders to make a demand to
Omnia that Omnia pay such Dissenting Shareholders the fair
value of all Omnia Shares held by them, in terms of section
164(7) of the Companies Act on or about
The following dates assume that no Court approval of the
Scheme is required and these dates will be confirmed in the
finalisation announcement if the Scheme becomes
Operative
2027
TRP Compliance Certificate issued in terms of section 121(b) of Monday, 7 June
the Companies Act, expected on or about
Finalisation announcement with regard to the Scheme expected Tuesday, 8 June
to be published on SENS before 11:00 on or about
Expected last day to trade, being the last day to trade Omnia Tuesday, 22 June
Shares on the JSE in order to participate in the Scheme
(Scheme Last Day to Trade) on or about
Expected date of the suspension of listing of Omnia Shares on Wednesday, 23 June
the JSE at the commencement of trade on or about
Expected Scheme Record Date on which Omnia Shareholders Friday, 25 June
must be recorded in the register to receive the Scheme
Consideration, by close of trade on or about
Expected Scheme Implementation Date on or about Monday, 28 June
Certificated Scheme Participants who have: (i) lodged their Form Monday, 28 June
of Surrender and Transfer (blue); and (ii) provided valid bank
details and details for their CSDP or Broker to the Transfer
Secretaries on or prior to 12:00 on the Scheme Record Date
expected to have the Scheme Consideration paid into their
nominated bank accounts by way of EFT on or about
Dematerialised Scheme Participants expected to have their bank Monday, 28 June
accounts credited with the Scheme Consideration on or about
Expected termination of listing of Omnia Shares on the JSE at Tuesday, 29 June
the commencement of trade on the JSE on or about
Notes:
1. All dates and times given in this announcement and the Circular may be changed by mutual
agreement, in writing, between Omnia and Solar SA (subject to the approval of the JSE and/or
the TRP, if required). The dates have been determined based on certain assumptions regarding
the dates by which certain Regulatory Approvals including, but not limited to, those of the JSE
and TRP, will be obtained and that no Court approval of the Scheme will be required. Any change
will be released on SENS and A2X and published in the South African press.
2. Omnia Shareholders should note that as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after
such trade. Therefore, Persons who acquire Omnia Shares after close of trade on Tuesday, 27
October 2026 will not be eligible to attend, participate in and vote at the Scheme Meeting, as the
Voting Record Date is Friday, 30 October 2026. Provided the Scheme is approved and Omnia
Shareholders acquire the Omnia Shares on or prior to the Scheme Last Day to Trade (expected
to be Tuesday, 22 June 2027), such Omnia Shareholders will be eligible to participate in the
Scheme, as the expected Scheme Record Date is Friday, 25 June 2027.
3. Certificated Shareholders and Dematerialised Shareholders with Own-Name Registration may
submit a form of proxy (green) at any time before the commencement of the Scheme Meeting
(or any adjournment or postponement of the Scheme Meeting) or submit it to the chairperson of
the Scheme Meeting before the appointed proxy exercises any of the relevant Omnia
Shareholder’s rights at the Scheme Meeting (or any adjournment or postponement of the
Scheme Meeting), provided that should an Omnia Shareholder lodge a form of proxy (green)
with the Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and gazetted,
national public holidays) before the Scheme Meeting, such Omnia Shareholder will also be
required to furnish a copy of such form of proxy (green) to the chairperson of the Scheme
Meeting by emailing it to the Transfer Secretaries at meetfax@jseinvestorservices.co.za before
the appointed proxy exercises any of such Omnia Shareholder’s rights at the Scheme Meeting
(or any adjournment or postponement of the Scheme Meeting). Dematerialised Shareholders
without Own-Name Registration who wish to attend the Scheme Meeting, or appoint a proxy to
represent them at the Scheme Meeting, should instruct their CSDPs or Brokers to issue them
with the necessary letters of representation to attend the Scheme Meeting, in the manner
stipulated in their Custody Agreement.
4. Omnia Shareholders who wish to exercise their Appraisal Rights in respect of the Scheme
Resolution are referred to Appendix B to Annexure 1 to the Circular for purposes of determining
the relevant timing for the exercise of their Appraisal Rights. The exercise of Appraisal Rights
may result in changes to the above salient dates and times and Omnia Shareholders will be
notified separately of the applicable dates and times resulting from any such changes.
5. Omnia Shareholders who wish to exercise their rights in terms of section 115(3) of the
Companies Act, to require the approval of a Court for the Scheme Resolution, are referred to
Appendix B to Annexure 1 to the Circular, which includes an extract of section 115 of the
Companies Act. Should Omnia Shareholders exercise their rights in terms of section 115(3) of
the Companies Act, the dates and times set out above may change, in which case an updated
timetable will be released on SENS and A2X.
6. If the Scheme Meeting is adjourned or postponed then forms of proxy (green) submitted for the
initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting.
7. All dates and times given in this announcement and the Circular are South African dates and
times.
8. If the Scheme becomes operative, Certificated Omnia Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade.
4. OPINION AND RECOMMENDATION OF THE INDEPENDENT BOARD
4.1 Omnia has, in accordance with Companies Regulations 108(8) and 108(9), constituted the
Independent Board to consider the terms of the Offer and to advise Omnia Shareholders
thereon. The Independent Board appointed BDO Corporate Finance Proprietary Limited as
the Independent Expert for purposes of section 114(2) of the Companies Act and Companies
Regulation 110.
4.2 Taking into consideration the terms and conditions of the Scheme, the Independent Expert is
of the opinion that such terms and conditions are fair and reasonable to Omnia Shareholders.
The Independent Expert’s Report is set out in Annexure 1 to the Circular.
4.3 The Independent Board, after due consideration of the Independent Expert’s Report and
having placed reliance on the valuation performed by the Independent Expert, is of the opinion
that the terms and conditions of the Scheme are fair and reasonable to Omnia Shareholders
and accordingly recommends that Omnia Shareholders vote in favour of the Scheme
Resolution to be proposed at the Scheme Meeting.
5. APPRAISAL RIGHTS
Omnia Shareholders are advised of their Appraisal Rights in terms of section 164 of the
Companies Act. Omnia Shareholders are referred to the Notice of Scheme Meeting and to
Appendix B to Annexure 1 to the Circular, which sets out the full provisions of section 164 of
the Companies Act, as well as further detail regarding the process and consequences of an
Omnia Shareholder exercising its Appraisal Rights.
6. ACTION REQUIRED BY OMNIA SHAREHOLDERS IN RELATION TO THE SCHEME
6.1 Dematerialisation or rematerialisation of and trading in Scheme Shares
6.1.1 You are not required to Dematerialise your Shares in order to participate in the
Scheme. If you wish to Dematerialise your Scheme Shares, please contact the
Transfer Secretaries or your CSDP or Broker.
6.1.2 You should note that once you have surrendered your Documents of Title in
respect of your Scheme Shares, in anticipation of the Scheme becoming
Operative, you will not be able to Dematerialise or trade any of the Scheme Shares
to which those Documents of Title relate from the date of your surrender until the
Scheme Implementation Date, or if the Scheme is not implemented, between the
date of your surrender and the date on which your Documents of Title are returned
to you as set out in the Circular.
6.1.3 No Dematerialisation or rematerialisation of Scheme Shares may take place from
the Business Day following the last day to trade prior to the Scheme Meeting up
to and including the Voting Record Date in respect of the Scheme Meeting, and if
the Scheme becomes Operative, on or after the Business Day following the
Scheme Last Day to Trade.
6.2 Foreign Shareholders and Exchange Control Regulations
6.2.1 Annexure 3 to the Circular contains a summary of the Exchange Control
Regulations as they apply to Scheme Participants.
6.2.2 The availability and impact of the Scheme on Foreign Shareholders may be
affected by the Laws of the relevant jurisdiction of the Foreign Shareholders. It is
the responsibility of Foreign Shareholders to satisfy themselves as to the full
observance of the Laws and regulatory requirements of the relevant jurisdiction
concerning the receipt of the Scheme Consideration, consents, the making of any
filings which may be required, the compliance with other necessary formalities and
the payment of any transfer or other taxes or other payments due in such
jurisdiction. Omnia Shareholders who are in any doubt regarding such matters
should consult their CSDP, Broker, legal advisor, accountant, banker, other
financial intermediary or other professional advisors immediately.
7. TAX IMPLICATIONS OF THE SCHEME
7.1 The tax implications of the Scheme will depend on the individual tax circumstances of each
Scheme Participant and the tax jurisdictions applicable to such Scheme Participant. Scheme
Participants may be subject to taxation by disposing of the Scheme Shares pursuant to the
scheme (for example, capital gains tax). It is recommended that Scheme Participants seek
advice from appropriate professional advisors if they are in any doubt whatsoever about their
tax position.
7.2 Any securities transfer tax payable in respect of the transfer of the Scheme Shares to Solar
SA pursuant to the Scheme will be payable by Solar SA.
8. OMNIA BOARD RESPONSIBILITY STATEMENT
The board of directors of Omnia collectively and individually, accept full responsibility for the
accuracy of the information given in this announcement and certify that, to the best of their
knowledge and belief, no facts have been omitted which would make any statement in this
announcement false or misleading, that all reasonable enquiries to ascertain such facts have
been made and that this announcement contains all information required by Law and the Listings
Requirements.
9. THE INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board (to the extent that the information relates to Omnia) collectively and
individually accept responsibility for the accuracy of the information contained in this
announcement and certify that, to the best of their knowledge and belief, the information
contained in this announcement relating to Omnia is true and this announcement does not omit
anything that is likely to affect the importance of such information, and that all reasonable
enquiries to ascertain such information have been made. No member of the Independent Board
is excluded from the statements above.
10. SOLAR SA AND SOLAR MAURITIUS RESPONSIBILITY STATEMENT
The boards of directors of Solar SA and Solar Mauritius (to the extent that the information relates
to Solar SA and Solar Mauritius) collectively and individually accept responsibility for the
information contained in this announcement and certify that, to the best of their knowledge and
belief, the information contained in this announcement relating to Solar SA and Solar Mauritius is
true and this announcement does not omit anything that is likely to affect the importance of such
information. They have made all reasonable enquiries to ascertain that no facts have been
omitted and this announcement contains all information required.
7 October 2026
Financial adviser and transaction sponsor to Omnia
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Legal advisers to Omnia
Webber Wentzel
Corporate adviser and sponsor to Omnia
Java Capital
Financial advisers to Solar SA, Solar Mauritius and Solar Industries India Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Barrenjoey Advisory Pty Limited
MP Capital Partners Pty Limited
Legal advisers to Solar SA, Solar Mauritius and Solar Industries India Limited
DLA Piper Advisory Services Proprietary Limited
Cyril Amarchand Mangaldas
Disclaimer
The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by Law and therefore persons in any such jurisdictions into which this announcement is released,
published or distributed should inform themselves about and observe such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation of the securities Laws of any such
jurisdiction. This announcement does not constitute the solicitation of an offer to purchase shares or a
solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful.
The Scheme, which is the subject of this announcement, may be affected by the Laws of the relevant
jurisdictions of non-resident shareholders. Such non-resident shareholders should familiarise
themselves with and observe any applicable legal requirements of such jurisdictions. It is the
responsibility of any non-resident shareholder to satisfy himself as to the full observance of the Laws
and regulatory requirements of the relevant jurisdiction in connection with the Scheme, which is the
subject of this announcement, including the obtaining of any governmental, exchange control or other
consents or the making of any filings which may be required, the compliance with other necessary
formalities, the payment of any issue, transfer or other taxes or other requisite payments due to such
jurisdiction. The Scheme is governed by the laws of South Africa and is subject to any applicable Laws
and regulations, including the Listings Requirements, the Companies Act and the Takeover
Regulations. Any Shareholder who is in doubt as to its position, including, without limitation, tax status,
should consult an appropriate independent professional advisor in the relevant jurisdiction without
delay.
Forward-Looking Statements
This announcement contains statements about Omnia that are or may be forward-looking statements.
All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking
statements, including, without limitation, those concerning: strategy; the economic outlook for the
industry; cash costs and other operating results; growth prospects and outlook for operations,
individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and
consequences of any pending litigation proceedings. These forward-looking statements are not based
on historical facts, but rather reflect current expectations concerning future results and events and
generally may be identified by the use of forward-looking words or phrases such as "believe", "aim",
"expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated",
"potential" or similar words and phrases. Examples of forward-looking statements include statements
regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels
of growth, estimates of capital expenditure, acquisition strategy, and expansion prospects for future
capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature,
forward-looking statements involve risks and uncertainties because they relate to events and depend
on circumstances that may or may not occur in the future. Omnia cautions that forward-looking
statements are not guarantees of future performance. Actual results, financial and operating conditions,
liquidity and the developments within the industry in which Omnia operates may differ materially from
those made in, or suggested by, the forward-looking statements contained in this announcement. All
these forward-looking statements are based on estimates and assumptions, as regards Omnia, made
by Omnia as communicated in publicly available documents issued by Omnia, all of which estimates
and assumptions, although Omnia believes them to be reasonable, are inherently uncertain. Such
estimates, assumptions or statements may not eventuate. Factors which may cause the actual results,
performance or achievements to be materially different from any future results, performance or
achievements expressed or implied in those forward-looking statements or assumptions include other
matters not yet known to Omnia or not currently considered material by Omnia. Shareholders should
keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable
only at the date on which such forward-looking statement is made. New factors that could cause the
business of Omnia not to develop as expected may emerge from time to time and it is not possible to
predict all of them. Further, the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statement are not known. Omnia
and Solar SA have no duty to, and do not intend to, update or revise the forward-looking statements
contained in this announcement after the date of issue of this announcement, except as may be required
by Law. Any forward-looking statement has not been reviewed nor reported on by Omnia's external
auditors.
Foreign Omnia Shareholders
This announcement has been prepared for the purposes of complying with the Laws of South Africa
and is subject to applicable Laws in South Africa, including but not limited to the Companies Act, the
Companies Regulations and the Listings Requirements and is published in terms thereof. The information
disclosed may not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the Laws of any jurisdiction outside of South Africa, or the
requirements of any exchange other than the JSE. To the extent that the release, publication or
distribution of this announcement in jurisdictions other than South Africa may be restricted or prohibited
by Law and therefore any Persons who are subject to the Laws of any jurisdiction other than South
Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply
with the applicable requirements may constitute a violation of the securities Laws of any such
jurisdiction. This announcement and any accompanying documentation are not intended to, and do not
constitute, or form part of, an offer to sell or a solicitation of any vote or approval in any jurisdiction in
which it is unlawful to make such an offer or solicitation, or such offer or solicitation would require Omnia
to comply with any filing and/or other regulatory obligations ("Affected Jurisdictions"). In those
circumstances or otherwise if the distribution of this announcement and any accompanying
documentation in jurisdictions outside of South Africa are restricted or prohibited by the Laws of such
jurisdiction, this announcement and any accompanying documentation are deemed to have been sent
for information purposes only and should not be copied or redistributed.
Shareholders are made aware that it may be difficult for you to enforce your rights and any claim you
may have arising under other foreign securities Laws, since Omnia is located in South Africa. You may
not be able to sue Omnia, Solar SA or their respective officers or Directors in any Court, including South
African Courts, for violations of securities Laws in other jurisdictions. It may be difficult to compel Omnia,
Solar SA or a Member of the Omnia Group or the Solar Group to subject itself to a Court's judgment in
other jurisdictions.
Omnia Shareholders who are not resident in, or who have a registered address outside of, South
Africa must satisfy themselves as to the full observance of the Laws of any applicable
jurisdiction concerning the receipt of the Scheme Consideration, including any requisite
governmental or other consents, observing any other requisite formalities and paying any
transfer or other taxes due in such other jurisdictions and are required to advise Omnia of all
such filing or regulatory obligations as Omnia, or Solar SA may be required to comply with in
such jurisdictions in relation to the Transaction. Foreign Shareholders who are in any doubt as
to their position should consult their professional advisors immediately. Any Foreign
Shareholder will be responsible for any transfer taxes, other taxes or other requisite payments
by whomsoever payable on behalf of such Foreign Shareholder. Omnia and Solar SA and their
respective boards of directors and advisors accept no responsibility for the failure by an Omnia
Shareholder to inform itself about, or to observe, any applicable legal requirements in any
relevant jurisdiction, nor for any failure by Omnia, or Solar SA to observe the requirements of
any jurisdiction.
Omnia Shareholders wishing to accept the Offer, if applicable, should not use the post of any of the
Affected Jurisdictions or any such means, instrumentality or facility for any purpose, directly or
indirectly, relating to the Offer. Envelopes containing the Form of Surrender, Transfer and
Acceptance (blue) or other documents relating to the Offer should not be post-marked in any of the
Affected Jurisdictions or otherwise dispatched from any of the Affected Jurisdictions and all
acceptors must provide addresses outside the Affected Jurisdictions for receipt o f the Per Share
Scheme Consideration to which they are entitled under the Offer.
General
This announcement does not constitute a prospectus or a prospectus-equivalent document. Omnia
Shareholders are advised to read the Circular, which contains the full terms and conditions of the
Scheme, with care. Any decision to approve the Scheme or any other response to the Scheme should
be made only on the basis of the information contained in the Circular. The Scheme and the Circular
are governed by the Laws of South Africa and are subject to applicable South African Laws, including
the Companies Act, the Takeover Regulations and to the extent applicable, the Listings Requirements.
The offer is made for the securities of a South African company, being Omnia, by means of the Scheme.
The offer is subject to disclosure requirements under South African Law that are different from those in
other jurisdictions. Financial statements included in the Circular have been prepared in accordance with
South African accounting standards and IFRS that may not be comparable to the financial statements
of companies in other jurisdictions. Any Omnia Shareholder who is in doubt as to its position, including,
without limitation, its tax status, should consult an appropriate independent professional advisor in the
relevant jurisdiction without delay.
Date: 07/10/2026 09:00:00
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information disseminated through SENS.
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