VISUAL INTERNATIONAL HOLDINGS LIMITED - Variation of cautionary announcement and renewal of separate cautionary announcement

Variation of cautionary announcement and renewal of separate cautionary announcement

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“Visual” or “the Company”)
ISIN Code: ZAE000187407 Share code: VIS

VARIATION OF CAUTIONARY ANNOUNCEMENT AND RENEWAL OF SEPARATE CAUTIONARY ANNOUNCEMENT


1.   Variation of cautionary announcement
     Shareholders are referred to the detailed cautionary announcement published on
     30 January 2018 regarding the negotiations entered into for a potential acquisition
     by the Company, which may constitute a reverse takeover, depending on the
     final terms agreed. Shareholders are advised that these negotiations are ongoing
     but that the transaction is not likely to result in a reverse takeover.

2.   Renewal of cautionary announcement
     -  Stellendale Junction
        Shareholders are referred to the detailed cautionary announcement published
        on 3 November 2017 and the renewal of cautionary announcements, the last
        of which was published on 30 January 2018. The offer for R34 million received
        by the Company in relation to one of its properties known as Stellendale
        Junction is still subject to several conditions precedent, one of which is approval
        of development funding for the purchaser, which is still in progress.
        Shareholders will be updated in due course as to the progress of the
        transaction.

     -   Unwinding of the Mosegedi transaction
         Shareholders are referred to the detailed cautionary announcement published
         on 16 February 2018 regarding the unwinding of the acquisition of 31.2% of
         Mosegedi ab initio. This will result in the parties being put back into the same
         position as had they not entered into the agreement. The full details and
         financial information in respect of this transaction will be announced as soon
         as is practicable.

     -   Potential claw-back offer
         Shareholders are referred to the detailed cautionary announcement published
         on 19 February 2018 regarding a conditional agreement with Milost Global
         Incorporated (“Milost”) regarding a claw back offer. The final terms and
         conditions of the claw back offer are still being negotiated. Pursuant to the
         claw back offer, Milost may hold more than 35% of the issued share capital of
         Visual. Shareholders will be approached to approve a waiver of a mandatory
         offer pursuant to the funds being received by the Company.

Shareholders are advised that the negotiations in relation to point 1 above and the
potential Claw Back Offer are mutually exclusive and the Company will only proceed
with one of the parties, subject to agreements being signed.

In light of the above disposal conditions and negotiations which are still in progress,
shareholders are advised to continue to exercise caution when dealing in the securities
of the Company until further announcements are made.


Cape Town
6 March 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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