Arden Capital Limited (JSE:ACZ) News - Agreement for the Disposal of FML Logistics (Private) Limited

Arden Capital Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 115883 C1/GBL)
Share Code: ACZ
ISIN: MU0548S00026
(“Arden Capital” or “the Company”)


AGREEMENT FOR THE DISPOSAL OF FML LOGISTICS (PRIVATE) LIMITED

Shareholders are advised that Brainworks Petroleum (Private) Limited (an indirect wholly-owned subsidiary
of the Company) (“Seller”) has concluded an agreement in terms of which the Seller will sell its 100%
shareholding interest in FML Logistics (Private) Limited (“FML”) to an unrelated third party (“the
Purchaser”), for a disposal consideration of US$1million (ZAR 15,315,700.00 at an exchange rate of
15.3157, being the ZAR: USD exchange rate at the date of this announcement) (“the Disposal”).

Overview of FML

FML is engaged in logistics operations centred predominantly on transporting petroleum products within
the Southern African Development Community.

Sale consideration and use of proceeds

The Disposal consideration, adjusted for the subsidiary intercompany debt noted below, is payable to the
Seller within 7 business days after completing all the conditions precedent.

The parties have agreed that the Disposal consideration of US$1million will be reduced by US$135,300,
being the amount of intercompany debt between Brainworks Capital Management (Private) Limited (the
Seller’s direct holding company) and FML, to a net consideration amount of US$864,700, following which
Brainworks Capital Management (Private) Limited will be released from the intercompany debt owing to
FML.

Arden Capital will ultimately deploy the net proceeds towards settling various third-party creditors and other
liabilities.

Conditions precedent and conditions subsequent

The Disposal remains subject to certain conditions precedent, in particular Reserve Bank of Zimbabwe
approval being obtained no later than 90 days following the signature of the Disposal agreement.

Furthermore, the Disposal is subject to the completion of the following conditions subsequent within 120
days of the signature of the Disposal agreement:
    a) consent from the Competition and Tariff Commission on terms generally acceptable to the
        Purchaser; and
    b) the Seller having obtained a capital gains tax clearance certificate from the Zimbabwe Revenue
        Authority.

The Disposal does not constitute a Category 1 or Category 2 transaction in terms of the JSE Listings
Requirements and is not subject to the approval of the Company’s shareholders.

Grand Baie, Mauritius
15 November 2021


Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 15-11-2021 05:34:00
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