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Disposal of interest in Interfile Group Termination of Negotiations and Withdrawal of Cautionary Announcement

Published: 2022-12-21 18:06:25 ET
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 HUGE GROUP LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number 2006/023587/06)
 Share code: HUG ISIN: ZAE000102042
 (“Huge” or “the Company”)

Disposal of investment in the Interfile Group, termination of transactions
involving the Interfile Group and withdrawal of cautionary announcement

Introduction

Shareholders are referred to the announcements released on 31 August 2022
(the 31 August Announcement), 12 October 2022 and 23 November 2022
regarding the acquisition of shares in the Interfile Group and renewals of
cautionary announcement. Capitalised terms in this announcement bear the
same meaning as those defined in the 31 August Announcement.

Shareholders are advised that negotiations regarding the Gurb Transaction,
the Founder Transaction, the Preference Share Transaction, the Empowerment
Transaction, and the Executive Transaction, collectively the remaining
transactions (the Remaining Transactions), referred to in the 31 August
Announcement, have been terminated.

Disposal

Shareholders are advised that Huge's indivisible and inter-conditional offer to
dispose (the Disposal) of its interests in Interfile and Ionize to Interfile and Ionize,
respectively, for an aggregate consideration of R44 million (the Disposal
Consideration) was accepted on 20 December 2022. The Disposal
Consideration was received on the same date.

Neither Interfile nor Ionize are related parties to the Company.

Rationale for the Disposal

The Company currently has too many investment opportunities when weighed
up against the capital at its disposal. The fact that the Company’s market
value is significantly less than its net asset value prevents the board of directors
(the Board) from utilising its equity. The Board is also reluctant to increase debt
levels in a lower growth market with increasing interest rates.

Currently, Huge’s most attractive investment opportunities are those involving
digital enablement in the mobile virtual network operator market for branded
mobile virtual network operators or MVNOs. The possible returns from
investments involving the digital enablement of MVNOs are more attractive
than any other opportunities, including the Interfile Group opportunity. In
addition, the risk profile of these digital enablement opportunities is, in the
opinion of the Board, considerably lower than that which the Board attributes
to the Interfile Group.

The termination of the negotiations involving the Remaining Transactions has
enabled the Company to conclude the Disposal and free up capital to invest
in digital enablement for branded MVNOs.

Description of the business of Huge and the Interfile Group

The nature of the businesses of Huge and the Interfile Group are detailed in the
31 August Announcement.

Application of the Disposal Consideration

The Board intends to use the Disposal Consideration to make other investments
in the digital enablement of branded MVNOs.

Conditions precedent

There are no outstanding conditions precedent to the Disposal.

Effective date of the Disposal

The effective date of the Disposal was 20 December 2022. Delivery of the
Disposal Shares and receipt of the Disposal Consideration took place on 20
December 2022.

Financial information

The aggregate revenue, EBITDA, PAT, and NAV of the Interfile Group are set
out below. This financial information has been extracted from the audited
annual financial statements of Interfile and Ionize, respectively, for the financial
year ended 31 March 2021, and the draft annual financial statements of
Interfile and Ionize, respectively, for the financial year ended 31 March 2022,
both of which have been prepared in terms of International Financial
Reporting Standards.

                     Revenue          EBITDA           PAT              NAV
     2021          R120 186 599     R31 265 317     R16 767 144      R32 264 912
     2022          R162 366 199     R42 780 647     R27 331 274      R49 036 186

This financial information has not been reported on by Huge’s auditors.
Warranties and other significant terms of the Offer

The Disposal was subject to warranties which are usual in transactions of this
nature.

Categorisation of the Disposal and withdrawal of cautionary announcement

The Disposal constitutes a category 2 transaction in terms of the JSE Limited
Listings Requirements and, as such, is not subject to shareholder approval.

Following the publication of this announcement, shareholders are no longer
required to exercise caution when dealing in the Company's securities.

Johannesburg
21 December 2022

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