COGNITION HOLDINGS LIMITED - Proposed Disposal of Property

Proposed Disposal of Property

COGNITION HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
(“Cognition” or “the Company”)

PROPOSED DISPOSAL OF PROPERTY

1.   INTRODUCTION
     Shareholders are advised that the Company has entered into an agreement
     dated 26 June 2023 with Luma Proprietary Limited (“the Purchaser”) in terms
     of which it will, subject to the conditions precedent referred to in
     paragraph 5 below, dispose of 100% of the issued share capital of its
     subsidiary Four Rivers Trading 123 Proprietary Limited (“Four Rivers”,
     “the Sale Shares” and “the Disposal”).

     The sole asset of Four Rivers is the property known as Cognition House,
     situated at the corner of Bram Fischer Drive and Will Scarlett Avenue,
     Ferndale, Randburg.

     Full details of the Disposal are set out in this announcement.

2.   RATIONALE FOR THE DISPOSAL
     Cognition is a subsidiary of Caxton and CTP Publishers and Printers Limited
     (“Caxton”). On the basis that it is possible to reduce costs arising from
     shared infrastructure it is no longer necessary to house its own server
     environment on independent premises and maintain a large office.
     Cognition’s infrastructure is hosted within Caxton facilities and all
     current Johannesburg-based employees of the Company will be accommodated
     at Caxton House in Jan Smuts Avenue, Craighall Park, Johannesburg with
     concomitant cost savings.

3.   DETAILS OF THE DISPOSAL
     3.1  Cognition will dispose of the Shares to the Purchaser for an amount
          of R11 875 000, payable in cash on delivery of the share certificates
          and other relevant documentation relating to the Sale Shares to the
          Purchaser.
     3.2  The effective date of the Disposal is expected to be on or about
          1 September 2023.
     3.3  The agreement governing the Disposal contains limited warranties that
          are usually found in agreements regarding transactions of this
          nature.
     3.4  The Disposal proceeds will be added to the Company’s existing cash
          reserves, pending decisions as to the effective utilisation of such
          funds.

4.   CATEGORISATION OF THE DISPOSAL
     The Disposal is categorised as a Category 2 transaction in terms of the
     Johannesburg Stock Exchange Listings Requirements and does not require
     shareholder approval, but only the issue of this detailed announcement.

5.   CONDITIONS PRECEDENT
     The Disposal is subject to the following conditions precedent:

     5.1   the payment of a deposit of R1 250 000 on or before 3 July 2023;
     5.2   the successful completion of a due diligence by the purchaser within
           21 days of the signature date of the agreement;
     5.3   that, within 30 days of the signature date of the agreement the
           Purchaser can obtain a loan for not less than R8 750 000 (Eight
           million seven hundred and fifty thousand rand) upon usual bank terms
           and conditions against the security of a first mortgage over the
           property.

6.   FINANCIAL INFORMATION
     As at 30 June 2022, being the last financial year end of Four Rivers, its
     net asset value was R14.50 million. A sworn valuation prepared at the
     request of the Company on 31 March 2023 by Quadrant Properties Proprietary
     Limited, a registered property valuer, valued the property at R12 million.
     The Purchaser will be liable for any transfer duties and the sales
     commission arising from the Disposal.

7.   RESPONSIBILITY STATEMENT
     The board of directors of the Company accepts responsibility for the
     information contained in this announcement, and certifies that, to the
     best of its knowledge and belief, the information is true and, where
     appropriate, this announcement does not omit anything likely to affect the
     importance of the information included.


By order of the board.

Johannesburg
27 June 2023

Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 27-06-2023 02:55:00
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