| INTRODUCTION |
| Shareholders are referred to the Stock Exchange News Service (“SENS”) announcement released on Tuesday, 17 December 2024, which outlined the details of the sale of the South African Assets (“the Announcement”) in terms of the THL adopted and approved business rescue plan (“the Adopted Plan”). Defined terms from the Announcement refer to unless otherwise defined in this SENS. |
| TRANSACTION DETAILS |
| The transactions that are the subject of this SENS contemplate the sale by THL and its subsidiaries (where applicable) of the shares and claims (if any) held by THL and/or such subsidiaries in the below entities to Ball Foundry Holdings Limited (registration number 161488 C1/GBL, being a company duly incorporated by the laws of Mauritius) (“Vision Nominee”), a nominee company of the Vision Parties, which will be beneficially owned by the Vision Principals on the closing date of the transactions (as contemplated and permitted in the Adopted Plan, including but not limited to paragraph 6.1.7.1.): |
- 85% of the issued shares in and the claims for repayment of the shareholder loans against Tongaat Hulett Açucareira de Moçambique S.A., registration number 100264501, a company registered and incorporated according to the company laws of Mozambique.
|
- 100% of the quotas in and claims for repayment of the shareholder loans against Tongaat Hulett Açúcar Lda, registration number 101186334, a company registered and incorporated according to the company laws of Mozambique.
|
- 100% of the shares in and claims for repayment of the shareholder loans against Sociedad De Assistêcia A Agricultura E Industria S.A., registration number 500253153, a company registered and incorporated according to the company laws of the Portuguese Republic;
|
| collectively the “Mozambique Transactions”. |
| The Mozambique Transactions constitute the sale by THL and its subsidiaries (where applicable) of all of its interests and operations in Mozambique to Vision Nominee. |
| Purchase Consideration |
| The purchase price payable by Vision Nominee in respect of the shares or quotas and claims forming the subject matter of each Mozambique Transaction, as outlined above, will be the fair market value thereof determined by an appointed independent valuer whose decision, absent any manifest error, shall be final and binding. Such purchase price will be settled by way of a set-off against a corresponding portion of the Lender Group Claims. |
| The sale agreement governing the Mozambique Transactions was signed on 10 February 2025. Each such agreement is subject to the fulfilment of several suspensive conditions. |
| Effective Date |
| The closing date of each of the Mozambique Transactions (being the effective date thereof) is the first business day of the calendar month following the month in which the last of the suspensive conditions referred to above is fulfilled or waived or such other date as agreed to in writing between the parties to the relevant sale agreement. |
| Rationale |
| The Adopted Plan was formally approved and adopted on 11 January 2024. The BRPs are legally bound and obligated to continue with the implementation of the Alternative Transactions as outlined in the Adopted Plan, and the Mozambique Transactions are steps in such implementation. |
| CONTINUING PROSPECTS |
| The BRPs remain of the view that there is a reasonable prospect of a successful business rescue of THL, and the continued implementation of the Adopted Plan advances the prospects of the continued viability of THL’s operational businesses. |
| For the full document, click the link below: |
| Tongaat Hulett Limited |
| Stay ahead of the curve! Subscribe to InsidEntity for daily updates on all your favourite companies. |
