TONGAAT HULETT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1892/000610/06
Share code: TON
ISIN: ZAE000096541
(“Company” or “THL”)



     ANNOUNCEMENT RELATING TO THE SALE AGREEMENT (BOTSWANA) IN TERMS OF THE
                 ADOPTED AND APPROVED BUSINESS RESCUE PLAN


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 adopted and approved business rescue plan (“the Adopted Plan”). Defined
terms from the Announcement refer, unless otherwise defined in this SENS.

TRANSACTION DETAILS

The transaction that is the subject of this SENS contemplates the sale by THL of 694 954 ordinary shares held,
constituting 33.3% of the issued share capital, (“Sale Shares”) and the claims for repayment of the shareholder
loans (“Claims”) in Tongaat Hulett (Botswana) Proprietary Limited (registration number BW00001585712) a
company registered and incorporated according to the company laws of Botswana (“TH Botswana”), to Ball
Foundry Holdings Limited, (registration number 161488 C1/GBL, being a company duly incorporated in
accordance with 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 transaction (as contemplated and
permitted in the Adopted Plan, paragraph 6.1.7.1.). The purchase consideration will be settled by way of a set
off against a portion of the Lender Group Claims (“Botswana Transaction”). The Botswana Transaction
together with the Zimbabwe Transaction, announced on SENS on 23 December 2024, will result in Vision
Investments through Vision Nominees collectively acquiring a direct and indirect 50.1% of TH Botswana, which
is the holding company of THL’s operations in Botswana.

THL, Vision Investments, Vision Nominee, the Vision Parties and the Vision Principals (“the Parties”) signed
the sale agreement for the Botswana Transaction on 18 January 2025, which agreement is subject to the
fulfilment of a number of suspensive conditions. The sale agreements relating to the shares and claims held
in the Mozambique entities are still in process and will be signed as soon as the Parties are ready to do so.

Rationale:

The Adopted Plan was formally approved and adopted on 11 January 2024. The BRPs are legally bound and
obligated to proceed with the implementation of the Alternative Transactions as outlined in the Adopted Plan,
and the Botswana Transaction is the next step in the implementation thereof. The BRPs remain of the view
that there is a reasonable prospect of a successful business rescue.

Purchase Consideration:

The purchase price payable by Vision Nominee to THL in respect of the Sale Shares and Claims in TH
Botswana will be the fair market value determined by an appointed independent valuer whose decision, absent
any manifest error, shall be final and binding on the Parties.

Effective Date:

The closing date of the Botswana Transaction (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 is fulfilled or waived, or such
other date as agreed to in writing between the Parties.



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CONTINUING PROSPECTS

The successful execution of the Adopted Plan presents a reasonable prospect of achieving a positive outcome
that aligns with the rights and interests of stakeholders and Affected Persons, in accordance with Chapter 6 of
the Companies Act no 71 of 2008. The rationale detailed above directly supports the prospects of the continued
viability of THL’s operational businesses.


20 January 2025

JSE Sponsor to THL
PSG Capital

Business Rescue Practitioners
Metis Strategic Advisors

Corporate Advisor to THL
BSM Advisory

Legal Advisor to THL
Werksmans Attorneys

Financial Advisor to Vision
The Standard Bank of South Africa Limited

Corporate Advisor to Vision
Valorem Capital

Legal Advisor to Vision
SteinScop Attorneys




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