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Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile Holdings" or "the Company")
DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS
In compliance with paragraphs 3.63 to 3.74 of the Listings Requirements of the JSE Limited
("JSE"), the following information is disclosed:
Company Metrofile Holdings
Name of director Phumzile Langeni
Designation of director Non-executive director
Name of associate Project Sauter Proprietary Limited ("Afropulse
SPV")
Relationship Afropulse SPV is a wholly owned subsidiary
of Afropulse Group Proprietary Limited, of
which Phumzile Langeni is a director and
shareholder.
Type and class of securities Ordinary shares
Nature of transaction On market sale by Sabvest Finance and
Guarantee Corporation ("Finance") and
purchase by Afropulse SPV
Nature and extent of Indirect beneficial
director's interest in the
transaction
Date of trades 28 May 2024
Price per security 301.00 cents
Number of securities 36 000 000
Transaction value R108 360 000.00 (before dealing costs)
Encumbrance It is recorded that the 36 000 000 shares
purchased have been encumbered as part
security for loan facilities to Afropulse SPV.
Company Metrofile Holdings
Name of director Phumzile Langeni
Designation of director Non-executive director
Name of associate Afropulse Group Proprietary Limited
Relationship Phumzile Langeni is a director and
shareholder of Afropulse Group Proprietary
Limited
Type and class of securities Ordinary shares
Nature of transaction Receipt of a call right from Sabvest
Investments Proprietary Limited
("Investments") and acceptance of a put
obligation imposed on it by Investments on
21 000 000 ordinary shares in the Company.
The call right may be exercised at any time
by Afropulse Group on 10 business days'
notice to Investments until
30 November 2025 when it will expire. The
put obligation may be actioned by
Investments giving 30 business days' notice
of intention to exercise prior to either
30 November 2025 or 31 May 2026 after
which it will expire.
Nature and extent of Indirect beneficial
director's interest in the
transaction
Date of trades To be advised if exercised.
Price per security 301.00 cents (increased by any dividends
relating to the six month period prior to the
six month period of exercise if not paid to
Investments).
Number of securities 21 000 000
Transaction value The put and call option each have a
transaction value of R63 210 0000 (before
dealing costs)
Advice of Exercise The Company will be notified immediately if
either the call or put option is exercised in
accordance with the terms of dealing
disclosed above and authorized below, or if
the terms are varied in any way.
Company Metrofile Holdings
Name of director Christopher Stefan Seabrooke
Designation of director Non-executive director
Name of associate Sabvest Finance and Guarantee Corporation
Proprietary Limited ("Finance")
Relationship The Seabrooke Family Trust, of which
Christopher Stefan Seabrooke is a trustee
and beneficiary, is the controlling shareholder
of the Sabvest group, including Finance
Type and class of securities Ordinary shares
Nature of transaction On market sale by Finance and purchase by
Project Sauter Proprietary Limited
("Afropulse SPV")
Nature and extent of Indirect beneficial
director's interest in the
transaction
Date of trades 28 May 2024
Price per security 301.00 cents
Number of securities 36 000 000
Transaction value R108 360 000.00 (before dealing costs)
Company Metrofile Holdings
Name of director Christopher Stefan Seabrooke
Designation of director Non-executive director
Name of associate Sabvest Investments Proprietary Limited
("Investments")
Relationship The Seabrooke Family Trust, of which
Christopher Stefan Seabrooke is a trustee
and beneficiary, is the controlling shareholder
of the Sabvest group, including Investments
Type and class of securities Ordinary shares
Nature of transaction Receipt of a put right from Afropulse Group
Proprietary Limited ("Afropulse") and
acceptance of a call obligation imposed by
Afropulse on 21 000 000 ordinary shares in
the Company.
The put right may be exercised by
Investments giving 30 business days notice
of intention to exercise to Afropulse prior to
either 30 November 2025 or 31 May 2026
after which it will expire. The call obligation
may be actioned at any time by Afropulse on
10 business days notice to Investments until
30 November 2025 when it will expire.
Nature and extent of Indirect beneficial
director's interest in the
transaction
Date of trades To be advised if exercised.
Price per security 301.00 cents (increased by any dividends
relating to the six month period prior to the
six month period of exercise if not paid to
Investments).
Number of securities 21 000 000
Transaction value The put and call option each have a
transaction value of R63 210 0000 (before
dealing costs)
Advice of Exercise The Company will be notified immediately if
either the call or put option is exercised in
accordance with the terms of dealing
disclosed above and autorised below, or if
the terms are varied in any way.
Clearance to deal was obtained in terms of paragraph 3.66 of the JSE Listings Requirements.
Illovo
30 May 2024
Sponsor
The Standard Bank of South Africa Limited
