CALGRO M3 HOLDINGS LIMITED - Voluntary Announcement Competition Tribunal Approves The Category 2 Transaction

Voluntary Announcement – Competition Tribunal Approves The Category 2 Transaction

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

VOLUNTARY ANNOUNCEMENT – COMPETITION TRIBUNAL APPROVES THE CATEGORY 2 TRANSACTION

Shareholders are referred to the announcement released on the Stock Exchange News
Service of the JSE Limited (“SENS”) on Monday 29 June 2020 which informed shareholders
that the Company, through its wholly-owned subsidiary Calgro M3 Real Estate Proprietary
Limited (“Calgro M3 Real Estate”), entered into, inter alia:

1.1. an implementation,   payments and common terms agreement
     (“Implementation Agreement”) with, inter alia, Afhco Holdings Proprietary Limited
     (“Afhco Holdings”), a wholly owned subsidiary of SA Corporate Real Estate Limited
     (“SA Corporate”), and Calgro M3 JCO Holdings Proprietary Limited
     (the “JV Company”);

1.2. a share buyback agreement with the JV Company (“Share Buyback Agreement”); and

1.3. a loan agreement with the JV Company and Afhco Holdings (“Loan Agreement”),

(collectively the “Agreements”), in terms of which, subject to the fulfilment or waiver (to the
extent permissible) of the conditions precedent contained in the Agreements
(“Conditions Precedent”), inter alia:

1.4. the JV Company will buy back all of the ordinary shares held by Calgro M3 Real Estate
     in the issued ordinary share capital of the JV Company on loan account
     (“Share Buyback”), in terms of the Share Buyback Agreement;

1.5. following the Share Buyback, Afhco Holdings will acquire the outstanding loan claims of
     Calgro M3 Real Estate against the JV Company, comprising an existing outstanding
     loan claim against the JV Company and the loan claim created by the Share Buyback,
     as well as a third party debt, in aggregate amounting to R150 435 212.65, in terms of
     the Loan Agreement,

(collectively the “Disposal”).

The Company is pleased to inform shareholders that the Competition Tribunal approved the
Disposal, without any conditions on 14 September 2020, and thereby all Conditions Precedent
have been fulfilled and the Disposal has become unconditional.

The effective date of the Disposal is Thursday, 17 September 2020.

Johannesburg
15 September 2020

Sponsor
PSG Capital

Date: 15-09-2020 12:00:00
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