| Imagery Source: Metrofile Holdings Limited |
| Information Source: Share Net |
| Metrofile shareholders ("Shareholders") are referred to the joint firm intention announcement by the Company and Main Street 2093 (RF) Proprietary Limited ("Offeror") published on the Stock Exchange News Service operated by the JSE Limited (“JSE”) on 17 September 2025 ("FIA") and the subsequent disclosure of change in beneficial interest in Metrofile ordinary shares as announced on 15 October 2025 and 3 November 2025 |
| Unless otherwise herein defined, capitalised terms will have the meanings ascribed thereto in the FIA. |
| In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 and paragraph 3.83(b) of the JSE Listings Requirements, Metrofile shareholders ("Shareholders") are advised that the Company has received the following notifications: |
- A notice in the prescribed form, from The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) ("SBSA"), advising that SBSA’s beneficial interest in Metrofile has increased to 16.76% of the issued ordinary shares ("Shares") in the Company; and
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- A notice in the prescribed form, from Mango Holding Corp. (the Offeror's holding company) ("HoldCo"), advising that HoldCo’s beneficial interest in Metrofile has increased to 16.73% of the Shares in issue ("HoldCo Beneficial Interest"), arising pursuant to an arm's length total return swap arrangement ("TRS") between HoldCo and SBSA.
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| Shareholders are further advised that HoldCo has correspondingly delivered a notice to the Takeover Regulation Panel ("TRP"), in the prescribed form in accordance with regulation 98(2) of the Companies Regulations, 2011, in terms of which HoldCo has notified the TRP that it has acquired the HoldCo Beneficial Interest pursuant to the TRS and that the Shares subject to the TRS were purchased by SBSA at a price below the Offer Consideration. In terms of the TRS, HoldCo will acquire these Shares from SBSA upon maturity of the TRS, unless the Scheme is implemented before the maturity date of the TRS, in which event SBSA will dispose of these Shares under the Scheme. |
| As required in terms of section 122(3) (a) of the Companies Act, Metrofile has filed the required notice with the Takeover Regulation Panel (“TRP”). |
| The board of directors of the Company accepts responsibility for the information contained in this announcement, having relied on the notice information as provided by SBSA and HoldCo in the respective Form TRP 121.1 and, to the best of their knowledge and belief, such information is true and does not omit anything likely to affect the importance of such information contained herein. |
| For the full document, click the link below |
| Metrofile Holdings Limited |
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