OMNIA HOLDINGS LIMITED - Fullfilment of the Conditions Precedent to the Acquisition of Oro Agri SEZC Limited and Oro Agri SA (Pty) Ltd

Fullfilment of the Conditions Precedent to the Acquisition of Oro Agri SEZC Limited and Oro Agri SA (Pty) Ltd

Omnia Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
Share code: OMN ISIN: ZAE000005153
(“Omnia” or “the Company”)


FULLFILMENT OF THE CONDITIONS PRECEDENT TO THE ACQUISITION OF ORO AGRI SEZC LIMITED AND ORO AGRI SA (PTY) LTD


Shareholders are referred to the announcement released on 1 March 2018 (“Acquisition Announcement”)
regarding the acquisition of Oro Agri SEZC Limited and Oro Agri SA (Pty) Ltd. Terms defined therein apply
equally to this announcement, unless the context indicates otherwise.

Shareholders are hereby advised that all conditions precedent to the Transaction, as described in the
Acquisition Announcement, have been fulfilled or where applicable, waived. The conditions precedent included
amongst others:

1.   approval by all regulatory authorities required under law, including the approval by the Financial
     Surveillance Department of the South African Reserve Bank;
2.   the consent to change of control in relation to material contracts and group loan agreements being obtained
     post signature of the Agreement;
3.   Omnia being satisfied that agreements incorporating adequate intellectual property assignment provisions,
     confidentiality undertakings have been entered into with identified Key Employees of the Oro Agri Group
     and the relevant employer company and that, in respect of certain of the Key Employees only, that an
     agreement with the relevant employer company within the Oro Agri Group incorporating restraint provisions
     satisfactory to Omnia have been concluded. The requirement to enter into a restraint was waived in respect
     of certain Key Employees; and
4.   no material adverse change having occurred.

The closing date of the Transaction is 30 April 2018, being the last day of the month in which the fulfilment or
waiver of the last of the suspensive conditions occurs.


Johannesburg
20 April 2018

Financial advisor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Transaction advisor
Translink Corporate Finance

Legal advisors
Webber Wentzel
Linklaters LLP
Falcon & Hume Inc
Carey Olsen Cayman Limited

Financial and tax advisor
PricewaterhouseCoopers

Sponsor
Merchantec Capital

Communications advisor
Brunswick

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