CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
(“Caxton” or “the Company”)
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share Code: CAT ISIN: ZAE000043345

RULINGS IN RELATION TO MPACT LIMITED (“MPACT”):
COMPETITION TRIBUNAL (“THE TRIBUNAL”);
TAKEOVER REGULATION PANEL (“THE PANEL”); AND
JOHANNESBURG STOCK EXCHANGE (“THE JSE”)

Caxton is now able to refer its shareholders to further information
disclosed by Mpact since Caxton last provided a SENS update on 6
October 2022.

Mpact SENS Announcement

On 7 October 2022, Mpact published its own SENS announcement, advising
that for undisclosed reasons, Mpact shareholders should not rely on
certain comments in the media or on the above Caxton SENS announcement.
Mpact shareholders were told that Mpact would release a detailed
announcement about the above matters, “in the near future”. As at the
time of publishing this update, a full week has elapsed but no such
disclosure has been forthcoming. Caxton has complained to the JSE that
the Mpact SENS announcement is an abuse of the JSELR. Caxton is
satisfied that it has provided its shareholders with an accurate
update, contrary to the unsubstantiated position adopted by Mpact.

Enforcement Proceedings

This update relates to the status of the ‘enforcement proceedings’
brought by Mpact against Caxton and its Chairman in respect of an
earlier interlocutory Tribunal order, granted under section 45 of the
Competition Act and pursuant to which, certain limited information of
Mpact was disclosed to Mr Jenkins. Mpact had sought to obtain a further
order enforcing the prior order.

The interdicts and enforcement relief claimed by Mpact in the
‘enforcement proceedings’ have now been withdrawn by Mpact, according
to a further non-confidential affidavit filed on 12 October 2022 (“the
Withdrawal affidavit”.

Customer Flight

In this new, non-confidential Withdrawal affidavit, Mpact publicly
admits for the first time to the issue of customer flight by Golden
Era. Shareholders will recall that the final published reasons for
the Tribunal’s recent decision to refer Caxton’s request for a Rule
28 Mpact merger filing back to the Commission, also referred to this
customer flight issue. However, in its decision, contrary to the
submissions made by Mpact, the Tribunal confirmed customer flight is
an irrelevant consideration for the purposes of Caxton’s Rule 28
merger filing application. Thus, although the Golden Era customer
flight issue is now in the public domain and admitted by Mpact, it is
not a relevant consideration for the purposes of Mpact’s and Golden
Era’s opposition to a Caxton merger filing.
Alleged Breach of Confidentiality

According to the Withdrawal affidavit, its confidential information
is now in the public domain, but solely because Caxton and Mr Jenkins
breached Mpact’s and Golden Era’s confidentiality claims. According
to Mpact, Caxton and Mr Jenkins have contravened the above Tribunal
order and committed criminal offences under the Competition Act-
accordingly, Mpact alleges, they must be ordered to pay a penalty of
10% of turnover and /or a R10 000 fine and/or be imprisoned for up to
six months. Caxton’s turnover for 2022 was in excess of R5.9 billion.

Caxton and Mr Jenkins deny any breach of a Tribunal Order or the
Competition Act and point out, inter alia, that it was Mpact itself
that disclosed the contested information to Caxton on a non-
confidential   basis.   Mpact   has  misconstrued   the   extent   of
confidentiality protection afforded to it and Golden Era under the
Competition Act. The Tribunal reasons in the Rule 28 review
proceedings and its own website also publicly reflect the information
which Mpact has sought to maintain as confidential.

Discrepancy in Mpact’s Customer Flight claims

Mpact has made various claims concerning the alleged confidential
information that it wished to withhold from Caxton and the market.
By way of example, Mpact’s 19 August 2022 founding affidavit in the
‘enforcement proceedings’ reads, in the relevant (now non-
confidential) paragraph -

     “Golden Era has thus informed Mpact that it will take
     immediate steps to secure alternate sources of paper supply,
     and to remove its custom from Mpact, if Caxton makes a merger
     filing.”

In its latest Withdrawal affidavit filed this week, Mpact’s
confidential information has now been described as-

     “The essence of the confidential information is that Golden
     Era, Mpact’s largest external customer, had stated that it
     would take steps to move its custom from Mpact if Caxton makes
     a merger filing.”

Mpact further states on oath in the Withdrawal affidavit that-

     “Golden Era actually stated that it would immediately take steps
     to secure alternative supply, but that it would take a number
     of years for it to be in a position to withdraw its custom
     altogether”.

The customer flight issue has regressed from “take immediate steps”
(which is the same as forthwith) to simply “take steps” (omitting the
adjective connoting timing) to “immediately take steps” (which allows
for the argument that the steps will be implemented over an extended
period). The contradiction is clear - the taking of “immediate steps”
to withdraw custom is vastly different to the latest explanation from
Mpact that the steps will begin “immediately” but will take a number
of years to implement.

PSI
Caxton, as Mpact’s largest shareholder, awaits “the detailed
announcement ……… in the near future” as to the current status of
Golden Era’s withdrawal and flight. Caxton will continue to seek
information about when the “devastating impact” on Mpact’s business
will be experienced, if its largest customer withdraws its business
pursuant to a Caxton merger filing. Caxton contends that this
information is self-evidently price sensitive. It also represents a
“poison pill” in respect of any potential merger filing by Caxton,
which “poison pill” Mpact has sought to conceal from Caxton and the
market. These considerations are material matters for the Caxton board
to consider and may have an effect on shareholders.

Responsibility
The Caxton board 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 is true and that this announcement does not omit
anything that is likely to affect the import of such information.

Paul Jenkins (paul@jenkins.co.za)
Non-Executive Chairman
Caxton and CTP Publishers and Printers Limited

14 October 2022
Sponsor - AcaciaCap Advisors Proprietary Limited