Wrap Text
Joint firm intention and category 1 announcement relating to disposal of Generation Education, cautionary withdrawal
TREMATON CAPITAL INVESTMENTS EDUCATION INVESTMENT IMPACT FUND
LIMITED OF SOUTH AFRICA PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06) (Registration number: 2018/436034/07)
Share code: TMT ("EduFund")
ISIN: ZAE000013991
Listed in the General Segment of the JSE Main
Board
("Trematon" or "the Company" or "the Group")
JOINT FIRM INTENTION ANNOUNCEMENT AND CATEGORY 1 TRANSACTION
ANNOUNCEMENT IN RESPECT OF THE PROPOSED DISPOSAL OF GENERATION
EDUCATION GROUP AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Trematon shareholders ("Shareholders") are hereby advised that Trematon and certain of its
subsidiaries, namely PropGen Proprietary Limited, Generation Education Proprietary Limited,
Generation Holdings Proprietary Limited and Si Institute Proprietary Limited, have, on 11 June 2026
("Signature Date"), entered into a transaction implementation agreement with Education Investment
Impact Fund of South Africa Proprietary Limited ("EduFund") ("the Agreement"), in terms of which
Trematon will dispose of its direct and indirect interests in the enterprise known as "the Generation
Education Group" ("the Generation Group"), as further detailed below, for an aggregate cash
consideration of R172 000 002 ("Purchase Consideration") and on terms and conditions customary
for transactions of this nature ("the Proposed Transaction", "the Transaction" or "the Disposal").
2. DESCRIPTION OF THE BUSINESS OF THE COMPANY AND THE GENERATION GROUP
Trematon is an investment holding company, listed in the General Segment of the Main Board of the
JSE Limited ("JSE"), which invests in assets that the Company believes to be undervalued, or where
Trematon management can create value, that has the potential to achieve its targeted internal rate of
return.
The Generation Group is a school business that operates mainly in the Western Cape and which
provides an innovative model for schooling that is more organic and pupil-focused than traditional
schooling models and where the curriculum is structured to enhance each child's natural
developmental patterns and talents in order to support the individual growth of each student.
The components of the Generation Group that are the subject of the Proposed Transaction, comprise:
- all of the shares in PropGen Proprietary Limited ("PropGen");
- all of the shares in Si Institute Proprietary Limited ("Si Institute"); and
- all of the shares in Generation Education Proprietary Limited ("GenEd");
(collectively, "the Sale Shares" or "the Sale Group" and each being a "Sale Group Company");
and
- the loan claim owing by PropGen to Trematon ("PropGen Claim"); and
- the loan claim owing by GenEd to Trematon ("GenEd Claim").
The Sale Shares are held by Generation Holdings Proprietary Limited ("GenHold", an indirectly held
subsidiary of Trematon in which it has an 87% interest), and the PropGen Claim and GenEd Claim
are held by Trematon.
3. RATIONALE FOR THE DISPOSAL AND APPLICATION OF PROCEEDS
The Generation Group represents a substantial portion of Trematon's net asset value, which value
may not be fully adequately reflected in the Company's share price. The board of directors of
Trematon ("the Board") have concluded that the Disposal and distribution of the resulting net
proceeds facilitates the realisation by Shareholders of the value of their Trematon shares, and offers
liquidity in respect of their Shareholdings. The Generation Group has also not performed according to
early growth expectations and, although it has potential, it will take several years to fully realise that
potential. Holding the Generation Group indefinitely does not, in the Board's view, offer Shareholders
a realistic path to realising that value. The Disposal allows Trematon to convert its investment in the
Generation Group into cash at a consideration that is close to the Board's assessment of its intrinsic
net asset value and return the net proceeds to Shareholders in due course.
Following implementation of the Disposal, Trematon will, for a period, hold the net proceeds in cash,
while the Board determines the most appropriate manner and timing of returning capital to
Shareholders.
4. DESCRIPTION OF THE BUSINESS OF EDUFUND
EduFund is an education impact investment fund established in 2020 and managed by Old Mutual
Alternative Investments Proprietary Limited ("OMAI"). It is OMAI's second education impact fund,
building on the success of its preceding fund with an expanded mandate, including independent
schools, tertiary education and ancillary education services.
EduFund's objective is to provide investors with competitive risk-adjusted returns by making
investments that improve the quality of education in South Africa, across selected sub-sectors and
market segments. EduFund also seeks to make a positive social impact through contributing to
employment creation, transformation and environmental sustainability.
For purposes of the Companies Act, No. 71 of 2008 ("Companies Act") and the Companies
Regulations, 2011 ("Companies Regulations"), EduFund constitutes an "offeror". EduFund is not
acting in concert with any other party in relation to the Disposal.
5. SALIENT TERMS OF THE DISPOSAL
5.1 Closing date of the Disposal
The closing date of the Disposal shall be the tenth business day after the day on which it is
confirmed by Trematon and EduFund that the last of the conditions precedent referred to below
have been fulfilled and/or waived (as the case may be) ("Closing Date").
5.2 Conditions Precedent
5.2.1 The Disposal remains subject to the fulfilment and/or waiver (to the extent permissible) of the
following conditions precedent ("Conditions Precedent" or "Disposal Conditions"):
5.2.1.1 by not later than 31 December 2026, or such later date as may be agreed in writing
between the parties on or prior to such date ("the Longstop Date"), the Disposal has
been approved by a special resolution of the shareholders of each of GenHold and
Trematon (each referred to as a "Seller"), as required by section 112(2) read with section
115(2)(a) of the Companies Act, and (ii) of shareholder/s of each Seller's holding
company, to the extent required by section 112(2) read with section 115(2)(b) of the
Companies Act;
5.2.1.2 as at 17h00 on the business day immediately following the expiry of the period prescribed
by section 164(7) of the Companies Act, Trematon has not received valid demands from
Trematon Shareholders holding more than 10% of the total number of issued Trematon
shares, in terms of that section read together with section 115(8) of the Companies Act,
in relation to the Disposal;
5.2.1.3 by not later than the Longstop Date, the counterparties to the consent contracts (to be set
out in detail in the Circular, defined below) ("Consent Contracts") have, as required in
terms of the provisions of each such Consent Contract, been notified of the Disposal
and/or have consented in writing to (i) the change in shareholding; and/or (ii) the change
of control of the relevant company; and/or (iii) the assignment of any Sale Group
Company's rights and obligations under such Consent Contract to EduFund, its nominee
or any company in the Sale Group with effect from the Closing Date, pursuant to the
Disposal, and, to the extent required, such counterparties to the Consent Contracts have
waived any right or entitlement to terminate or amend such Consent Contract;
5.2.1.4 by not later than the Longstop Date, all third parties have, to the extent required, provided
such waivers, consents and/or approvals, in writing, as may be required under any debt
funding agreements in order for the Disposal to be implemented without triggering any
event of default, a mandatory prepayment, or other potential adverse consequences
under the relevant agreements;
5.2.1.5 by not later than the Longstop Date, to the extent required under section 115(2)(c) and/or
115(3) of the Companies Act, approval of the implementation of the Disposal Resolution
by the court has been obtained (or the court refuses to set aside the Disposal Resolution)
and, if applicable, Trematon not having treated the Disposal Resolution as a nullity (which
it may not do unless it is instructed to do so by EduFund), as contemplated in section
115(5)(b) of the Companies Act;
5.2.1.6 by not later than the Longstop Date, to the extent required, the receipt of the approval of
the implementation of the Disposal in writing by the relevant competition authorities as
may be applicable in terms of the Competition Act, No. 89 of 1998, either unconditionally
or subject to conditions reasonably acceptable to the party/ies upon whom they are
imposed, acting reasonably and in good faith ("Merger Approval"); and
5.2.1.7 by not later than the 1st business day following the fulfilment of the Disposal Condition in
clause 5.2.1.6, but in any event no later than the Longstop Date (as applicable), the Sellers
have confirmed in writing to EduFund that no Material Adverse Event (as defined below)
has occurred and EduFund have confirmed in writing to the Sellers that it is satisfied that
no Material Adverse Event has occurred.
5.2.2 For the purposes of clause 5.2.1.7, "Material Adverse Event" shall be any occurrence, fact,
change, event or effect (whether or not constituting a breach of a representation, warranty or
covenant set forth in the Agreement), or a combination thereof, that is of such a nature that a
reasonable person would conclude, in light of the information available at the time, that such
Material Adverse Event, individually or in combination with any other Material Adverse Event,
results (or would more likely than not result) in a material reduction in the aggregate value of
the Sale Shares, but excludes any of the foregoing arising out of, resulting from, or attributable
to –
5.2.2.1 any event (including a force majeure event) or circumstance occurring after the Signature
Date that generally affects the industry in which any Sale Group Company operates;
5.2.2.2 changes in accounting standards or practices of the Sale Group which occurred with the
consent of EduFund;
5.2.2.3 a change in applicable law (including tax rates, the imposition of new taxes, or withdrawal
of reliefs) coming into full force and effect after the Signature Date and which has a
material financial impact on the Sale Group or any Sale Group Company;
5.2.2.4 any facts, events or circumstances disclosed by the Sellers to, or known by, EduFund and
which occurred prior to the Signature Date; and/or
5.2.2.5 the conclusion and/or implementation of the Agreement.
5.2.3 The Disposal Condition in clause 5.2.1.2 is for the benefit of Trematon and may be waived by
Trematon by notice in writing to EduFund, provided that if the Disposal Condition in paragraph
5.2.1.2 is not satisfied or waived by the expiry of the time period set out in that clause (as may
be extended by agreement between the parties in writing), the Agreement shall not
automatically lapse (and such Disposal Condition shall remain capable of waiver until the
Longstop Date) and the parties shall consult with each other in good faith and act reasonably,
having regard to the commercial intent of the transaction, to determine whether such condition
shall be waived or otherwise relaxed (or whether the Agreement shall terminate automatically
on the Longstop Date), provided that any waiver shall be subject to obtaining any required
approval of the Takeover Regulation Panel and/or the JSE.
5.2.4 The Disposal Conditions in clauses 5.2.1.3, 5.2.1.4 and 5.2.1.7 are for the benefit of EduFund
and may be waived by EduFund in its sole discretion by notice in writing to Trematon, subject
to EduFund obtaining the prior approval of the Takeover Regulation Panel and/or the JSE
(where required), prior to the expiry of the time period set out in that clause or such extended
time period as may be agreed between the parties in writing.
5.2.5 The remainder of the Disposal Conditions cannot be waived.
5.3 Consideration
5.3.1 The consideration payable by EduFund to Trematon for the Generation Group shall be the
Purchase Consideration (i.e. R172 000 002), adjusted as set out in paragraph 5.3.5 below.
The Purchase Consideration is payable in cash in full on the Closing Date. The Proposed
Transaction makes use of a "locked box" construct, using 1 January 2026 as the locked box
date ("Locked Box Date"), and conventional leakage principles will apply. The leakage
principles will be detailed in the Circular (as defined below).
5.3.2 Between the Locked Box Date and 30 June 2026, PropGen shall be entitled to make
repayments in respect of the PropGen Loan Claim in instalments of up to R1,000,000 per
month, subject to an aggregate maximum of R6,000,000 (the "Loan Repayment Amount").
5.3.3 Trematon's entitlement to retain the Loan Repayment Amount shall be determined with
reference to the Sale Group's management accounts as at 30 June 2026, provided that 95%
of the thresholds below are met –
5.3.3.1 the forecasted "VAT Leakage" (being any irrecoverable value added tax ("VAT") incurred
by the Sale Group in the 2026 calendar year) for the 2026 calendar year, determined by
annualising the actual VAT Leakage incurred during the period from 1 January 2026 to
30 June 2026, but excluding any once-off or non-recurring VAT amounts that are not
reflective of the normal ongoing operations of the Sale Group (unless otherwise agreed
between the parties), is less than R4,000,000; and
5.3.3.2 combined occupancy of the Sale Group's schools is at least 2,250 learners (the
measurement date of which may be extended to 31 July 2026 by agreement between the
Parties),
(collectively, "the Loan Repayment Conditions").
5.3.4 If the Loan Repayment Conditions are satisfied, Trematon shall be entitled to retain all, some
or none of the Loan Repayment Amount, the mechanism for the determination of which
retention shall be set out in further detail in the Circular (as defined below).
5.3.5 The Purchase Consideration is subject to escalation at the prime rate minus 1% from 1 July
2026, to the earlier of (i) the last day before the Closing Date and (ii) 31 December 2026
("Escalation Amount").
5.4 Other salient terms
5.4.1 Trematon shall procure that GenEd applies, or has applied, to the South African Revenue
Service for the deregistration of GenEd as a VAT vendor in terms of the Value-Added Tax Act,
No. 89 of 1991 ("VAT Deregistration") as soon as reasonably practicable after the Signature
Date and, in any event, shall use its reasonable endeavours to procure that the VAT
Deregistration is completed prior to the Closing Date. Trematon shall place R2 000 000 in
escrow ("the VAT Deregistration Escrow Amount") and, upon completion of the VAT
Deregistration, the VAT Deregistration Escrow Amount, together with any interest that accrued
thereon, shall be released to Trematon. If the VAT Deregistration has not been completed by
31 December 2027, the VAT Deregistration Escrow Amount, together with any interest that
accrued thereon, shall be released to EduFund.
5.5 Warranties and Indemnities
5.5.1 Trematon has indemnified EduFund against any claims made against, or liabilities of,
EduFund, or amounts paid or due and payable by EduFund ("Claims") arising out of or in
connection with any dispute with the landlord regarding the proper interpretation or application
of the rental escalation due in terms of lease agreement in respect of 19402 Somerset West
and a portion of Erf 19444 Somerset West, the maximum recourse in respect of which has
been capped at R4 000 000, plus any interest accruing thereon ("the Maximum Recourse
Amount") and which indemnity shall endure for a period of four years from the Closing Date
("the Indemnification Period"). An amount equal to the Maximum Recourse Amount shall be
held in escrow for the Indemnification Period. If, at the expiry of the Indemnification Period, the
Maximum Recourse Amount exceeds the aggregate Claims during such period, the balance
of the amount held in escrow shall be released to Trematon or its nominee.
5.5.2 The remainder of the warranties and indemnities given by Trematon in favour of EduFund are
customary for transactions of this nature, and will be detailed in the Circular (defined below).
6. FINANCIAL INFORMATION
6.1 The aggregate net liabilities of the Sale Group were R48.8 million at 28 February 2026, being
the date of the last published interim financial statements for Trematon (prepared in
accordance with International Financial Reporting Standards) ("the Last Reporting Date").
6.2 The Loan Claims amounted to R190 million in aggregate at the Last Reporting Date.
6.3 The profit attributable to the Generation Group for the six months ended 28 February 2026
was R3.06 million.
7. CATEGORISATION OF THE PROPOSED TRANSACTION
7.1 Having regard for the consolidated financial statements of Trematon, the Proposed
Transaction constitutes a disposal of all or the greater part of the assets or undertaking of
Trematon as contemplated in section 112 of the Companies Act. As a result, the Disposal
requires Shareholder approval by way of a special resolution in accordance with sections 112
and 115(2)(a) of the Companies Act, which will require the support of 75% or more of the votes
exercised on it, excluding any voting rights controlled by an acquiring party, a person related
to an acquiring party, or a person acting in concert with either of them. The Proposed
Transaction also constitutes an "affected transaction" as defined in section 117(1)(c)(i) of the
Companies Act. Consequently, it is subject to the provisions of the Companies Act and the
Companies Regulations and is regulated by the TRP.
7.2 In addition, the Proposed Transaction meets the definition of a category 1 disposal as
contemplated in Section 8 of the JSE Listings Requirements.
7.3 The Proposed Transaction is not a related party transaction in terms of the JSE Listings
Requirements.
8. CASH CONFIRMATION
The funds required to settle the maximum possible Purchase Consideration (being the Purchase
Consideration and the Escalation Amount, collectively referred to as the "Maximum Purchase
Consideration") are in place and, in accordance with Regulation 111(4) and 111(5) of the Takeover
Regulations, EduFund has obtained and delivered to the Takeover Regulation Panel an irrevocable
confirmation of funds held in escrow in respect of the Maximum Purchase Consideration issued by
Cliffe Dekker Hofmeyr Incorporated.
9. BENEFICIAL INTERESTS IN THE COMPANY
EduFund confirms that there are no beneficial interests in Trematon:
9.1 held or controlled, directly or indirectly by EduFund, or persons acting in concert with EduFund
or persons which have furnished irrevocable commitments to vote in favour of the Disposal; or
9.2 in respect of which EduFund holds any option to purchase.
10. IRREVOCABLE UNDERTAKINGS
As at the Signature Date, irrevocable undertakings to vote in favour of the resolutions to be proposed
at the General Meeting (defined below) to approve the Disposal have been received from Trematon
Shareholders holding in aggregate 157 446 295 Trematon shares, representing 71% of the total
Trematon shares in issue. Shareholders that have provided irrevocable undertakings will be detailed
in the Circular (defined below).
11. CIRCULAR
A circular setting out the full details of the Disposal ("Circular") is expected to be distributed to
Shareholders on or about 4 August 2026. The Circular will, inter alia, incorporate a notice convening
a general meeting of Shareholders ("General Meeting") at which Shareholders will be requested to
consider and, if deemed fit, to pass, with or without modification, the relevant resolutions required to
approve the Disposal. The salient dates and times in respect of the Disposal will be announced on
SENS when the Circular is distributed.
12. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Having regard to the information in this announcement Shareholders are advised that they no longer
need to exercise caution when dealing in their Trematon shares.
13. INDEPENDENT BOARD, INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION
13.1 In accordance with the provisions of the Companies Act and the Companies Regulations,
Trematon has constituted an independent board ("Independent Board") for purposes of
assessing the terms of the Disposal, as well as advising Shareholders thereon. The
Independent Board comprises Ms MA Sessions, Messrs JP Fisher and R Lockhart-Ross.
13.2 The Independent Board has appointed Valeo Capital Proprietary Limited, to act as the
independent expert ("Independent Expert"), as required in terms of section 114(2) of the
Companies Act, to issue a report dealing with the matters set out in Sections 114(2) and 114(3)
of the Companies Act and Regulation 90 and 110 of the Companies Regulations, in respect
of its opinion on whether the terms and conditions of the Disposal are fair and reasonable to
Shareholders ("Independent Expert's Report"). The Independent Expert's Report as well as
the Independent Board's opinion on the terms of the Disposal will be detailed in the Circular
referred to in paragraph 11 above.
14. RESPONSIBILITY STATEMENTS
14.1 The Independent Board of Trematon, individually and collectively, accepts full responsibility
for the accuracy of the information contained in this announcement. In addition, the
Independent Board confirms that to the best of its knowledge and belief, the information
contained in this announcement, is true and correct and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information have been made.
14.2 The board of directors of EduFund, individually and collectively, accepts full responsibility for
the accuracy of the information contained in this announcement, in so far as it relates to
EduFund. In addition, the board of directors of EduFund confirms that to the best of its
knowledge and belief, the information contained in this announcement, as it relates to
EduFund, is true and correct and, where appropriate, does not omit anything that is likely to
affect the importance of the information contained herein, and that all reasonable enquiries to
ascertain such information have been made.
Cape Town
11 June 2026
Corporate Advisor and Transaction Sponsor to Trematon
Questco Corporate Advisory Proprietary Limited
Legal Advisor to Trematon
Bernadt Vukic Potash & Getz Attorneys
Independent Expert
Valeo Capital Proprietary Limited
Legal Advisor to EduFund
Cliffe Dekker Hofmeyr Inc.
Date: 11-06-2026 02:45:00
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