| Shareholders are referred to the previous cautionary announcements published by the Company, the last of which was dated 20 December 2025. |
| Withdrawal of Cautionary Announcement - Potential Change in Control |
| As stated previously, the two largest shareholders of TeleMasters had received a non-binding expression of interest and term sheet from the BEE company referred to in the cautionary announcement published on 4 July 2024 ("Acquiror") to acquire all of their shares for a purchase consideration consisting of cash and shares (“Proposed Transaction”). |
| The Acquiror has advised that their regulatory processes are taking much longer than expected, which have to be concluded first before they can proceed with acquisitions in South Africa. They indicated that they may re-approach the controlling shareholders in due course. |
| Accordingly, the cautionary announcement about the potential change in control is withdrawn. |
| Renewal of Cautionary Announcement - Potential Acquisition |
| Shareholders are advised that the Company has issued a conditional, binding offer for an acquisition which would be substantial to TeleMasters and, if concluded, would require shareholder and regulatory approvals. The binding offer is currently under consideration and the funding for the transaction is in the process of being secured. A further announcement is expected later in February 2025. |
| Renewal of Cautionary Announcement |
| Due to the potential acquisition, shareholders are advised to continue to exercise caution whilst dealing in their securities until a further announcement is made. |
| Responsibility Statement |
| The board of directors of TeleMasters collectively and individually accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement does not omit anything likely to affect the import of such information. |
| For the full document click the link below: |
| Telemasters Holdings Limited |
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