| Shareholders are referred to the previous cautionary announcements published by the Company, the last of which was dated 11 November 2024. |
| 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 Proposed Transaction will, if concluded, result in a change of control of TeleMasters and therefore trigger a mandatory offer in terms of section 123 of the Companies Act, 2008 to the remaining shareholders of TeleMasters in due course. Shareholders are advised that the Acquiror is still awaiting the outcome of its funding application in respect of the Proposed Transaction, which process has been slower than expected but is still progressing well, and which will be communicated to shareholders once received. |
| Shareholders are reminded that the Proposed Transaction will be subject to several conditions precedent, including, amongst others, the completion of funding agreements by the Acquiror, and all necessary government, regulatory and third-party approvals. |
| 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 in February 2025. |
| Renewal of cautionary announcement |
| Due to the potential change in control as well as 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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