CALGRO M3 HOLDINGS LIMITED - Proposed Specific Repurchase

Proposed Specific Repurchase

CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
Share code: CGR
ISIN: ZAE000109203
(“Calgro” or “the Company”)

PROPOSED SPECIFIC REPURCHASE


1. INTRODUCTION

1.1. Shareholders are advised that on 19 November 2020 Calgro entered into a Sale of
     Shares Agreement with Snowball Wealth Proprietary Limited (“Snowball Wealth”), a
     wholly-owned subsidiary of Constantia Insurance Company Limited, which, in turn, is a
     wholly-owned subsidiary of Conduit Capital Limited (“Agreement”). Snowball Wealth
     currently holds 11 612 667 shares in the issued share capital of Calgro, which
     constitutes 8.4% of the issued share capital of Calgro (excluding treasury shares).

1.2. In terms of the Agreement, Calgro agreed to repurchase from Snowball Wealth
     (“Repurchase”), 6 750 000 shares in the issued share capital of Calgro (“Repurchase
     Shares”) at a price of R2.10 per Repurchase Share (“Repurchase Price”), resulting in
     an aggregate repurchase amount of R14 175 000.

1.3. The Repurchase Price represents a discount of 8% to the volume weighted average
     trading price at which Calgro’s shares traded on the JSE Limited (“JSE”) over the 30
     trading days up to and including 18 November 2020.

1.4. The Repurchase Price will be paid in cash by Calgro to Snowball Wealth.

1.5. The Agreement is subject to the fulfilment of the following remaining outstanding
     conditions precedent:

1.5.1.   Calgro shareholders approving the Repurchase as required by paragraph 5.69(b) of
         the Listings Requirements of the JSE (“JSE Listings Requirements”) , by way of a
         special resolution at a meeting called for that purpose; and

1.5.2.   Calgro obtaining all regulatory approvals required for the implementation of the
         Repurchase.

2. EFFECTIVE DATE OF THE SPECIFIC REPURCHASE

   In terms of the Agreement, the effective date of the Repurchase will be the first business
   day after the date on which the last of the conditions precedent have been fulfilled or
   waived, which date is anticipated to be no later than 18 February 2021.

3. REQUIRED SHAREHOLDER APPROVAL

   In terms of the JSE Listings Requirements, the Repurchase constitutes a specific
   repurchase which requires the approval by way of a special resolution of shareholders of
   Calgro present or represented at a general meeting (“General Meeting”).

4. FINANCIAL INFORMATION

4.1. The Repurchase will be funded through the use of cash available at the time of the
     Repurchase. As such, the impact of the Repurchase on the financial information of
     Calgro is as follows:

4.1.1.   on the basis that cash resources will be used to settle the total Specific Repurchase
         consideration and associated costs, a decrease in the available cash resources of
         R14 175 000.00;

4.1.2.   a decrease in the net interest income before taxation of approximately R599 602.50
         per annum, assuming a weighted average interest rate of 4.23% per annum;

4.1.3.   a decrease in Calgro’s issued ordinary shares of 6 750 000; and

4.2. The Repurchase Shares will be cancelled by the Company. Accordingly, the
     Repurchase has no impact on the treasury shares held by the Company, which equates
     to 8 468 631 shares.

5. CANCELLATION AND DELISTING OF THE REPURCHASE SHARES

   The Repurchase Shares represent 4.6% of the total issued share capital of Calgro at the
   date of this announcement. Calgro proposes, subsequent to the approval of the
   Repurchase at the General Meeting, that the Repurchase Shares will be cancelled and
   delisted.

6. CIRCULAR AND GENERAL MEETING

   A General Meeting of the shareholders of Calgro will be held to consider and, if deemed
   fit, to pass, with or without modification, the resolutions required to approve the
   Repurchase. A circular containing full details of the Repurchase set out in this
   announcement and convening the General Meeting will be posted to shareholders in due
   course.

Johannesburg
20 November 2020

Sponsor and Transaction Advisor
PSG Capital

Date: 20-11-2020 11:45:00
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