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NUMERAL:  1   0 (0.00%)  19/12/2025 19:14

NUMERAL LIMITED - Distribution of Circular to Shareholders

Release Date: 19/12/2025 13:35
Code(s): XII     PDF:  
Wrap Text
Distribution of Circular to Shareholders

NUMERAL LTD
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
Primary Listing SEM share code: GOLI.N0000
Secondary Listing JSE share code: XII
ISIN: MU0330N00004
("the Company" or "Numeral")


DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS


The Board of Directors advises that it has agreed to consolidate the company's issued shares on a 10 to
1 basis, subject to shareholder approval, after which there will be a private placement of shares for cash
whereby up to R100 000 000 (ZAR) will be raised, of which up to $2 000 000 (USD) (around R34.5 million) is
partly underwritten by Boundryless Proprietary Limited ("Boundryless"), an existing shareholder in Numeral.

Post the shareholder approval of the share consolidation, the Board has approved the Issue of Shares for
Cash of 500 000 000 new ordinary shares at ZAR0.20 or twenty South African cents per share amounting
to R100 000 000, which will be subscribed for in cash or by way of extinguishing of existing liabilities of the
Company. This amounts to approximately $5 824 000 at an assumed exchange rate at 10 November
2025 of R17.17: USD1.00.

A circular detailing the share consolidation has been prepared and will require shareholder approval in
General Meeting. The circular includes details on the Issue of Shares for Cash.

Shareholders are advised that the above-mentioned circular relating to the consolidation of shares and
the issue of shares for cash and incorporating a notice convening the General Meeting, Proxy Form and
a Form of Surrender will be distributed to shareholders on or about 19 December 2025.

The salient dates and times are set out below:

FOR SHAREHOLDERS ON THE SOUTH AFRICAN SHARE REGISTER

                                                                                                         2025
 Record date for posting of the circular to shareholders                                  Friday, 12 December

 Circular incorporating notice of general meeting posted to shareholders on               Friday, 19 December

 Announcement regarding the posting of the circular and notice of general                 Friday, 19 December
 meeting announced on SENS on

                                                                                                         2026
 Last day to trade in order to be eligible to attend and vote at the general               Tuesday, 6 January
 meeting

 Record date for attending and voting at the general meeting                                Friday, 9 January

 Last day to lodge proxy forms (by 10:00) (for administrative purposes)                  Thursday, 15 January

 General meeting of shareholders held at 10:00 on                                          Monday, 19 January
 
                                                                                                         2026
 Results of general meeting released on SENS before 12:30 on                               Monday, 19 January

 Finalisation announcement on SENS                                                         Monday, 19 January

 Last day to trade prior to the consolidation                                             Tuesday, 27 January

 Computation of fraction rate                                                           Wednesday, 28 January

 Trading in the consolidated shares under the new ISIN Code: MU0810N00005               Wednesday, 28 January
 commences on

 Announcement of fraction rate released on SENS by 11:00                                 Thursday, 29 January

 Record date for consolidation                                                             Friday, 30 January

 Dematerialised shareholders accounts at CSDP/broker updated to reflect                    Monday, 2 February
 the consolidated Numeral shares and fractional entitlements transferred to
 dematerialised shareholders accounts on


FOR SHAREHOLDERS ON THE MAURITIAN SHARE REGISTER

                                                                                                        2025
 Record date for posting of the circular to shareholders                                 Friday, 12 December

 Circular incorporating notice of general meeting posted to shareholders                 Friday, 19 December
 and announced on the SEM website on

 Announcement regarding the posting of the circular and notice of general                Monday, 22 December
 meeting published in the Mauritian press on

                                                                                                       2026
 Last day to trade in order to be eligible to attend and vote at the general             Tuesday, 6 January
 meeting

 Record date for attending and voting at the general meeting                              Friday, 9 January

 Last day to lodge proxy forms (by 12:00)                                              Thursday, 15 January

 General meeting of shareholders held at 12:00 on                                        Monday, 19 January

 Results of general meeting released on SEM website before 14:30 on                      Monday, 19 January

 Results of general meeting published in the Mauritian press on                         Tuesday, 20 January

 Finalisation announcement published on the SEM website                                 Tuesday, 20 January

 Last day to trade prior to the consolidation                                           Tuesday, 27 January

 Suspension of trading                                                                Wednesday, 28 January

 Announcement of fraction rate released on the SEM website                             Thursday, 29 January

 Record date for consolidation at close of business on                                   Friday, 30 January
                                                                                                           
                                                                                                       2026
 Trading in the consolidated shares under the new ISIN Code: MU0810N00005,               Monday, 2 February
 Security Code: NXII.N0000 commences on

 Dematerialised shareholders accounts at CDS/broker updated to reflect the               Monday, 2 February
 new name and consolidated Numeral shares and fractional entitlements
 transferred to dematerialised shareholders accounts on

 Issue of replacement share certificates to certificated shareholders,                   Monday, 2 February
 provided that the old share certificates have been lodged by 12:00 on
 Friday, 9 January 2026, and payment of fractional entitlements (share
 certificates received after this time will be posted within five business days of
 receipt)

Notes:
No shares may be dematerialised or remater0ialised or transferred between share registers from
Wednesday, 28 January 2026 to Friday, 30 January 2026, both days included.

For and on Behalf of the Board
Mauritius
19 December 2025


Numeral has its primary listing on the Stock Exchange Mauritius and a secondary listing on the AltX of the
JSE.

This notice is issued pursuant to SEM Listing Rules 11.3 and 11.16 and Rule 5(1) of the Securities (Disclosure
Obligations of Reporting Issuers) Rules 2007. The Board of Directors of the Company accepts full
responsibility for the accuracy of the information contained in this announcement.


 Executive Director:                                                                    Non-Executive Directors:
 Dave van Niekerk                                                                     Mr Mohamed Yusuf Sooklall
 Neville Graham                                                                          Dr Aansa Devi Bedacee
 Jacobus Botma

 JSE Sponsor:                                       Management Company and Company Secretary:
 AcaciaCap Advisors Proprietary Limited             LTS Management Services Limited

Date: 19-12-2025 01:35:00
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