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Issue of Shares in Respect of a Profit Warranty
TELEMASTERS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2006/015734/06
Share code: TLM & ISIN Number: ZAE000093324
(“TeleMasters” or “the Company” or “the Group”)
ISSUE OF SHARES IN RESPECT OF A PROFIT WARRANTY
Shareholders are referred to the announcement published on SENS on 29 June 2020
(“Announcement”) wherein they were advised that the Company had entered into two
separate, but indivisible agreements in terms of which it would acquire, with effect from 1 July
2020, the entire shareholding in and claims against Contineo Virtual Communications (Pty) Ltd
(“Contineo”) from Messrs Jaco Voigt (“Voigt”) and Laurent Pieton (“Pieton”) (together the
“Contineo Vendors”) for a maximum purchase consideration of R15 150 000 (fifteen million one
hundred and fifty thousand Rand) (“Contineo Sale of Shares Agreement”) and the entire
shareholding in and claims against Perfectworx Consulting (Pty) Ltd (“PerfectWorx”) from Voigt
(“PerfectWorx Vendor”) for a maximum purchase consideration of R1 350 000 (one million three
and fifty thousand Rand) (“Perfectworx Sale of Shares Agreement”) (together, the “Acquisition
Agreements”).
As per the Announcement, the Acquisition Agreements included earn-out clauses providing
for additional payments to be made to each of the Contineo Vendors and the PerfectWorx
Vendor in accordance with pre-determined calculations (“Earn-out Calculations”) pertaining
to the 2021 and 2022 financial years of each of these companies.
In accordance with the Earn-out Calculations pertaining to Contineo, and as confirmed by the
Company’s auditor, Nexia SAB&T Inc., the Company has issued an aggregate of 5 259 670 new
shares to the Contineo Vendors at an issue price of R1.22750 per share, 2 629 835 of which
shares were issued to Voigt and 2 629 835 of which shares were issued to Pieton. No additional
shares have been issued to the PerfectWorx Vendor in respect of the Earn-out Calculations
pertaining to PerfectWorx for the 2021 financial year.
The allotment and issue of shares to the Contineo Vendors was approved by the TeleMasters
Board on 18 October 2021 and the shares were listed on the JSE from the commencement of
business on 20 October 2021.
Waterfall City
21 October 2021
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 21-10-2021 01:00:00
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