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RAL Trust – Various Related Party Transactions and Reversal of Provision
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
ISIN Code: ZAE000187407 Share Code: VIS
("Visual" or "the Company" or "the Group")
RAL TRUST – VARIOUS RELATED PARTY TRANSACTIONS AND REVERSAL OF PROVISION
RAL Trust settlement of security, off-set of various related party balances and write off of remaining loan
receivable balance ("RAL Trust Proposal")
Shareholders are referred to the previous announcements on 28 February 2025 which detailed the
independent property valuation of Erf 18362 by a JSE approved property valuer at R28 million and a
further announcement on 30 June 2025 relating to the s42 reversal/write off of interest on the RAL Trust
Loan against the Expected Credit Loss Provision. Following the above two adjustments, the remaining
gross balance owing by the RAL Trust loan is R9 million, which remains fully provided as an Expected
Credit Loss Provision as at 28 February 2025.
The Expected Credit Loss provision was originally raised in 2020 during COVID-19 against the interest
receivable and a large portion of the RAL Trust loan receivable due to the impact thereof on property
valuations generally. In recent years, a portion of the Expected Credit Loss provision was reversed
against the revaluation of Erf 18362.
The net amount of the RAL Trust loan receivable is R28 million as reflected in the books of the Company
at 31 August 2025 and the Last Practicable Date, which will be settled in full on transfer of Erf 18362 to
Visual. RAL Trust, following the disposal of Erf 18362 to Visual, does not own any other assets other than
the shares in Visual.
The RAL Trust loan receivable arose ahead of the listing of Visual on the JSE as part of a Section 42
restructure of the various related party property assets, details of which were fully detailed in the original
Prospectus dated 3 March 2014. RAL Trust is an associate of CK Robertson ("CKR"), the founder, Chief
Executive Officer and indirect controlling shareholder of Visual.
Erf 18362 was the security for the RAL Trust loan and it was envisaged that the RAL Trust loan would be
settled once Erf 18362 was acquired by Visual – a higher independent valuation was expected at the
time. Visual also holds 74 000 000 Visual shares as security for the RAL Trust loan ("Share Security"), which
security was provided as additional security to support the recoverability of the RAL Trust loan, per a
request from a former auditor. The share price of Visual at the time of the proposal to the Board, the
Share Security, amounted to R1 480 000 at 2 cents per share. It is proposed that this Share Security be
settled through the reduction of the loan amount owing by the CKR Trust, an associate of CKR ("Share
Security Settlement").
In addition, there are other related party loans payable associated with CKR amounting to R785 173.13
as at 28 February 2026, which the associates of CKR are willing to offset against the RAL Trust loan ("Off-
set Transactions").
These off-set entities are detailed below:
Off-set entities R
My Place Trust -203 043.79
Diepwater Trust -18 915.77
Loan Transflora Properties -237 856.97
CKR Investment Trust -1 805 356.60
Total -2 265 173.13
Less consideration for release of shares as security 1 480 000.00
Net reduction -785 173.13
As a separate matter, land Erf 22887 was transferred to Visual for the lifestyle retirement village Erf
consolidation from an associated trust of CKR. It was transferred without any cost to Visual at the time
("Retirement Property"). The computation prepared by the then financial director, demonstrated a
potential value uplift for Visual of R4 322 310, with a later fair value adjustment of R6 873 146 being
realised on the independent valuation of the enlarged Retirement Property formed as Erf 26103 as at
29 February 2020. The independent property valuation prepared for the year ended 29 February 2020 is
available for inspection on request to the Company Secretary. This factor was considered in the overall
fairness of the RAL Trust Proposal.
The Board has expressed a desire to simplify the balance sheet through setting off a number of debit
and credit loan balances of associates of CKR and to write off any remaining balance against the
Expected Credit Loss Provision ("Balance Write Off") thus making the business more understandable,
and then proposed that the RAL Trust loan matter be settled and the security released. This approach
is beneficial to Visual and its shareholders as it would result in an improved financial position versus a
repurchase of the secured shares at market price, as the RAL Trust does not hold any other assets and
any remaining balance would have to be written off, with other associated loans still remaining as
liabilities of the Group.
Reversal of interest on RAL Trust loan – s42 ("Interest Proposal")
The disinterested Board members have approved the write off/reversal of the interest receivable on the
RAL Trust loan based on the following:
• The full amount of the interest receivable and a large amount of the RAL Trust loan receivable was
provided as an Expected Credit Loss during the year ended 28 February 2020. The interest
receivable would not be recoverable from the RAL Trust in any event.
• It is regarded that the nature of the asset should in fact be the acquisition of property from
inception as no cash loan was advanced to the RAL Trust at the time of the Section 42 restructure.
• Due to disallowance by SARS of the interest payable by the RAL Trust, it was considered that the
disinterested Board members approve the reversal/write off of the interest receivable on the basis
that this is fair and equitable, noting that no interest would have been charged or levied by the
respective parties in the s42 restructure if it had been anticipated that SARS would disallow an
interest deduction for the one party.
• The loan bore interest at prime rate less 4% per annum, which was in turn fully provided against an
Expected Credit Loss Provision.
• The Group has entered into an agreement in terms of which Erf 18362, Kuils River, will be acquired
from the RAL Trust at the fair value of the said property. This transaction will result in the simultaneous
settlement of the majority of the loan receivable from the RAL Trust for the acquisition of the
property on the transfer of the property to the Group.
Transaction terms and conditions
The Board approved the RAL Trust Proposal and the Interest Proposal with effect from 28 February 2026
by way of:
- approving/ratifying the reversal of all the RAL Trust interest receivable and the reversal of the
associated credit loss provision;
- approval of the release of the Share Security held by the RAL Trust for a consideration of R1 480 000
by way of a reduction of a portion of the loan owed to CKR Investment Trust of R1 480 000,
- approval of the off-set of the CKR Trust and other associates' loans of R785 173.13 as at
28 February 2026; and
- the remaining balance of R6 734 826.87 to be written off against the expected credit loss provision.
Consultation with the JSE and Categorisation
Due to the unusual nature, the JSE was consulted in accordance with the then paragraph 10.2 of the
former JSE Listings Requirements to establish the amounts to be used for categorisation of the above,
whether the gross or net impact should be used, also given that the full impact had been accounted
for in the year ended 28 February 2020 through raising the initial Expected Credit Loss Provision. The
guidance provided by the JSE is that the gross amounts should be used for the categorisation, which
triggers a Category 1 requirement for shareholder approval of the various transactions.
Financial information
The reversal of interest receivable and the expected credit loss provision amounted to R21 946 785 at
28 February 2025, although the net effect was zero due to the interest receivable being fully provided
against from the year ended 29 February 2020 onwards.
The impact of the reversal of interest receivable on the latest published results for the six months ended
31 August 2025 is as follows:
i) The impact on the statement of financial position and the net asset and net tangible asset per
share of the issuer is zero; and
ii) The impact on the statement of comprehensive income and earnings and headline earnings per
share of Visual is zero.
After reversal of the interest receivable, the gross amount of the loan at 28 February 2025 was
R37,000,000, effectively representing the initial capital amount for Erf 18362. Following the independent
valuation of Erf 18362 at R28 000 000, the remaining amount of the RAL Trust loan receivable is R9 000 000,
which in turn has been fully provided through the Expected Credit Loss Provision from 29 February 2020
onwards.
The impact of the Share Security Settlement on the latest published results for the six months ended
31 August 2025 is as follows:
i) The impact on the statement of financial position and the net asset and net tangible asset per
share of the issuer is an increase of R1 480 000, being a reduction in a liability owed to the CKR
Trust, representing a part recovery of the RAL Trust loan receivable that was previously fully
provided against through the Expected Credit Loss provision; and
ii) The impact on the statement of comprehensive income and earnings and headline earnings per
share of Visual is R1 480 000, arising from the part reversal of the Expected Credit Loss provision.
The impact of the Offset Transactions on the latest published results for the six months ended 31 August
2025 is as follows:
i) The impact on the statement of financial position and the net asset and net tangible asset per
share of the issuer is an increase of R785 173.13, being a reduction in a liability owed to various
associates of CKR, representing a part recovery of the RAL Trust loan receivable that was previously
fully provided against through the Expected Credit Loss provision; and
ii) The impact on the statement of comprehensive income and earnings and headline earnings per
share of Visual is R785 173.13, arising from the part reversal of the Expected Credit Loss provision.
The impact of the Balance Write Off on the latest published results for the six months ended 31 August
2025 is as follows:
i) The impact on the statement of financial position and the net asset and net tangible asset per
share of the issuer is zero; and
ii) The impact on the statement of comprehensive income and earnings and headline earnings per
share of Visual is zero.
Related party voting
Due to CKR's interest in the proposal, he was recused from voting at Board level. All Directors, excluding
CKR, ("Independent Directors") voted in favour of the proposal, with no abstentions and consider that
the RAL Trust Proposal and the Interest Proposal were fair to Visual. In determining the fairness, the
Independent Directors considered that the above proposals would have a net gain on the income
statement of Visual of R2 265 173.13. The other adjustments would serve to reduce the related party
assets and liabilities of Visual as at 28 February 2026 and any remaining balance would be set off against
the previously raised expected credit loss provision, similarly with no impact on the Statement of
Comprehensive Income of Visual. It is noted that the actual revaluation of the Retirement Property of
R6 873 146 also exceeds the write off of the R6 734 826.87 against the expected credit loss provision. A
final consideration was the further cleaning up of the balance sheet of Visual with reduced interest
payable going forward.
CKR, RAL Trust, CKR Investment Trust, the Offset Entities and any other of their associates will be precluded
from voting on the various proposals at the General Meeting. Details of the posting of the Circular and
Notice of General Meeting will be announced in due course.
Reversal of Provision for Salaries
CKR, the Chief Executive Officer, has agreed to forego any historical salary and related provisions in
order to further restore the financial strength of the Company. The provision was R9 257 784,11 at
28 February 2026, before reversal. A Trading Statement will be issued shortly.
When the Company becomes profitable and generating positive cash flow, a suitable bonus and/or
Incentive scheme will be introduced to compensate CKR going forward, aligning with the growth and
profitability of the Group.
By Order of the Board
Cape Town
26 March 2026
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 26-03-2026 09:15:00
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