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Renounceable Rights Offer Finalisation Announcement and Notification of Issue of Warrants
Marshall Monteagle PLC
(Incorporated in Jersey)
(Registration number: 102785)
(External registration number: 2010/024031/10)
JSE Code: MMP ISIN: JE00B5N88T08
Main Board – General Segment
("Marshalls" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA AND ANY OTHER JURISDICTION
WHERE THE EXTENSION OR MAKING OF THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN
CONTRAVENTION OF CERTAIN REGULATIONS OR WOULD REQUIRE MARSHALLS TO
COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR REGISTRATION, FILING OR
OTHER FORMALITY FOR SHAREHOLDERS TO LAWFULLY FOLLOW THEIR RIGHTS, WITH
WHICH MARSHALLS HAS NOT COMPLIED. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA OR ANY OTHER JURISDICTION.
THE PUBLICATION OF THIS ANNOUNCEMENT AND /OR THE DISTRIBUTION OF THE
CIRCULAR AND/OR ACCOMPANYING DOCUMENTS AND/OR THE RIGHTS TO SUBSCRIBE
FOR RIGHTS OFFER SHARES IN JURISDICTIONS WHERE IT IS RESTRICTED BY LAW OR
WHERE FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE LAWS OF ANY SUCH JURISDICTION IN WHICH IT IS ILLEGAL TO MAKE
SUCH A RIGHTS OFFER, IS INTENDED FOR INFORMATION PURPOSES ONLY.
RENOUNCEABLE RIGHTS OFFER FINALISATION ANNOUNCEMENT AND NOTIFICATION OF
ISSUE OF WARRANTS
1. INTRODUCTION
Shareholders are referred to the declaration announcement released on SENS on Wednesday, 3
September 2025 ("Declaration Announcement"), the circular to Marshalls Shareholders dated
Wednesday, 3 September 2025 and the results of General Meeting announcement, released on SENS
on Monday, 6 October 2025, and are advised that Marshalls has now received all the necessary
approvals to implement the Rights Offer and the Rights Offer has consequently become unconditional.
The capitalised terms used in this announcement bear the same meaning as those defined in the
Declaration Announcement.
2. TERMS OF THE RIGHTS OFFER
2.1 Shareholders are hereby advised that Marshalls will pursue the renounceable Rights Offer to
raise up to US$10,7million from Shareholders in terms of which a total of 8 964 377 Rights Offer
Shares will be offered to Qualifying Shareholders at the Rights Offer Issue price of US$1.20
(ZAR21.34800 / GBP0.89076) per Rights Offer Share in the ratio of 1 Rights Offer Share for
every 4 Marshalls Shares held by such Shareholders on the record date of the Rights Offer,
being Friday, 17 October 2025.
2.2 Qualifying Shareholders who hold less than 4 Shares or who do not hold a multiple of 4 Shares,
will be entitled, in respect of such holdings, to participate in the Rights Offer in accordance with
the table of entitlement set out in the Circular. In accordance with the JSE Listings
Requirements, in respect of fractional entitlements that arise, all allocations will be rounded
down to the nearest whole number if they are less than 0.5, and rounded up to the nearest
whole number if they are equal to or greater than 0.5, and no cash portion will be payable for
any fractional entitlement.
2.3 The Rights Offer is not underwritten.
2.4 The Rights Offer is not conditional on any minimum subscription being obtained.
2.5 Qualifying Shareholders may apply for excess Rights Offer Shares not taken up by other
Shareholders. Marshalls Shareholders will have the right to apply for any excess Rights Offer
Shares not taken up by other Shareholders, and any such excess Shares will be attributed
equitably, taking cognisance of the number of Shares and Rights held by the Shareholder just
prior to such allocation, including those taken up as a result of the Rights Offer, and the number
of excess Rights applied for by such Shareholder.
2.6 Letters of Allocation may only be traded in dematerialised form and accordingly, Marshalls will
issue all Letters of Allocation in dematerialised form.
2.7 The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other existing
Marshalls Shares and shall be fully paid up and freely transferable.
2.8 Acquiring the Letters of Allocation and the Rights Offer Shares involves risks and
shareholders are advised to examine all the risks and legal requirements that might be
relevant in connection with the Rights Offer, Letters of Allocation, and the Rights Offer
Shares. Any decision in relation to the Rights Offer should be made on the basis of the
information contained in the Circular containing the terms and conditions or the Rights
Offer and the procedure for receipt and exercise of the Warrants, which was distributed
to Shareholders on Wednesday, 3 September 2025.
The circular is available on the Company's website at:
www.city-group.com/marshall-monteagle-plc/2025.09.03-Circular-General-Meeting-
Rights-Offer.pdf
2.9 The salient dates and times of the Rights Offer remain unchanged from those published in the
Declaration Announcement.
2.10 Marshalls Shareholders may commence trading the Letters of Allocation from 09:00 am SA
time (07:00 am UK time) on Wednesday, 15 October 2025 until the close of business on
Tuesday, 4 November 2025, both days inclusive, under the JSE code MMPN and ISIN
JE00BQT2DC19 and the Rights Offer Shares from 09:00 am SA time (10:00 am UK time) on
Wednesday, 5 November 2025.
3. OPENING AND CLOSING DATES OF THE RIGHTS OFFER
The Rights Offer will open at 09:00 am SA time (07:00 am UK time) on Monday, 20 October 2025 and
close at 12:00 pm SA time (10:00 am UK time) on Friday, 7 November 2025.
4. JSE LISTINGS
The Issuer Regulation Division of the JSE has approved the listing of:
4.1 Letters of Allocation in respect of 8 964 377 Rights Offer Shares with effect from the
commencement of business on Wednesday, 15 October 2025 until close of business on
Tuesday, 4 November 2025, both days inclusive; and
4.2 8 964 377 Rights Offer Shares with effect from the commencement of trade on Wednesday, 5
November 2025.
5. WARRANTS
Qualifying Shareholders or their renouncees, who subscribe for and are allocated Rights Offer Shares
on the terms and conditions of the Rights Offer, as detailed in the Declaration Announcement and the
Circular, will receive unlisted Warrants in a ratio of 1 Warrant for every 2 Rights Offer Shares subscribed
for, which warrant is convertible into a Marshalls Share at a subscription price of US$1.20 per Marshall
Share within a period of 5 years from 31 October 2025. The maximum number of Shares that can be
issued in terms of the Warrants is 4 482 188 and the maximum amount that can be raised by means of
the Warrants is US$5.3 million. The terms and conditions and the procedure for receipt and exercise of
the Warrants are detailed in the Circular.
7 October 2025
London
JSE Sponsor to the Company
Questco Corporate Advisory Proprietary Limited
IMPORTANT NOTICE AND DISCLAIMER
The release, publication or distribution of this announcement ("Announcement") in jurisdictions other
than South Africa may be restricted by law and therefore persons into whose possession this
Announcement comes should inform themselves about, and observe, any applicable restrictions or
requirements. Any failure to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any
responsibility or liability for the violation of such requirements by any person.
This Announcement is for information purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any
solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent financial adviser. The information
contained in this Announcement is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local securities laws or regulations. The
information in this Announcement does not purport to be full or complete.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, or into the United States of America, Canada, Japan, Australia or any other
jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is
for information purposes only, does not purport to be full or complete and shall not constitute or form
part of an offer or solicitation of an offer to purchase or sell securities in the United States of America
or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. No reliance may be placed for any purpose on the information
contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering for sale of the Rights in certain jurisdictions may
be restricted by law. The Rights may not be offered to the public in any jurisdiction in circumstances
which would require the preparation or registration of any prospectus or offering document relating to
the shares in such jurisdiction. No action has been taken by Marshalls or any of its affiliates that would
permit an offering of such securities or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required by Marshalls to inform
themselves about, and to observe, such restrictions as detailed in the Circular to Shareholders dated 3
September 2025.
The information in this Announcement may not be forwarded or distributed to any other person and may
not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure
of this information in whole or in part is unauthorised. Failure to comply with this directive may result in
a violation of the Securities Act or the applicable laws of other jurisdictions.
Date: 07-10-2025 09:00:00
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.
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