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UsPlus - Dealings in Securities by Associates of Directors and Voluntary Announcement
Us Plus Limited
(Incorporated with limited liability in South Africa under registration number 2014/048709/06)
Alpha Code: USPI
("UsPlus" or "the Company")
DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS
AND VOLUNTARY ANNOUNCEMENT: NEW CAPITAL RAISE AND ADDENDUM TO
SUBORDINATED LOAN AGREEMENT
In compliance with paragraphs 6.46 to 6.56 (both inclusive) of the Debt & Specialist Securities Listings
Requirements ("DSS Requirements") of the JSE Limited, the following is disclosed:
On 6 November 2025, the Company concluded a subscription agreement ("Subscription Agreement")
with its controlling shareholder, UsPlus Holdings Proprietary Limited ("UsPlus Holdings" or the
"Subscriber") in terms of which UsPlus Holdings has agreed to make available to the Company:
- an aggregate amount of R17.5 million for the subscription of ordinary shares in UsPlus ("Ordinary
shares"), split into two tranches of R7.5 million and R10 million, amounting to such number of
Ordinary shares to be determined in accordance with the formula set out in the Subscription
Agreement; and
- an aggregate amount of R80 million for the subscription of variable rate, cumulative, non-
participating, redeemable preference shares in UsPlus ("Preference shares"), split into two traches
of R40 million each, at an issue price of R200,000.00 per Preference share, amounting to a total of
400 Preference shares.
Pursuant to the above, the following is disclosed:
Name of director: Leon Kirkinis
Company: UsPlus
Name of associate: UsPlus Holdings
Relationship of director to associate: Leon Kirkinis is the controlling shareholder of UsPlus
Holdings
Date of transaction: 10 November 2025
Extent of interest: Indirect beneficial
Clearance to deal: Yes
Class of securities: Ordinary shares
Nature of transaction: Off-market subscription of first tranche of Ordinary shares
Number of securities: 219
Price per security: R34,133.00
Total value: R7,475,128.00
Class of securities: Preference shares
Nature of transaction: Off-market subscription of first tranche of Preference shares
Number of securities: 200
Price per security: R200,000.00
Total value: R40,000,000.00
The subscription of the second tranche of the Ordinary shares and the Preference shares, which will
occur at a future date, will be announced in accordance with paragraph 4.45 of the DSS Requirements.
Pursuant to the provisions of the shareholders agreement of UsPlus shareholders, the subscription of
Ordinary shares by UsPlus Holdings, as a shareholder in the Company, entitles all other UsPlus
shareholders to subscribe for Ordinary shares in the Company. As such the following is disclosed:
Name of director: Gary Sayers
Company: UsPlus
Name of associate: Girder Consulting Proprietary Limited ("Girder Consulting")
Relationship of director to associate: Gary Sayers is the controlling shareholder and a director of
Girder Consulting
Date of transaction: 10 November 2025
Extent of interest: Indirect beneficial
Clearance to deal: Yes
Class of securities: Ordinary shares
Nature of transaction: Off-market subscription of Ordinary shares
Number of securities: 4
Price per security: R34,133.00
Total value: R136,532.00
New Capital Raise
The subscription of the Ordinary shares and the Preference shares by UsPlus Holdings in the Company
was facilitated following the conclusion of a subscription agreement on 6 November 2025 between
UsPlus Holdings and Zazi Capital Proprietary Limited ("Zazi Capital") ("Zazi Capital Subscription
Agreement"), an advisor to select family offices and businesses. In terms of the Zazi Capital Subscription
Agreement, Zazi Capital has agreed to make available to UsPlus Holdings an aggregate amount of
R97.5 million for the subscription by Zazi Capital of ordinary and preference shares in UsPlus Holings,
split over two tranches.
Addendum to Subordinated Loan Agreement
Further to the voluntary announcement released on SENS on 29 January 2025 regarding the conclusion
by UsPlus of a Subordinated Loan Agreement (the "Agreement") with Verdant Capital Hybrid Fund I
GMBH & Co. KG (the "Lender"), the board of directors of UsPlus (the "Board") is pleased to announce
that the Company has concluded an addendum to the Agreement in terms of which, inter alia, the facility
amount with the Lender has increased from USD2 million to USD3 million.
UsPlus has been operating since 2015, specialising in the provision of tailor-made working capital finance
solutions to SMEs through the purchase of transferable instruments such as invoices, purchase orders
and contracts issued by or to its SME clients. This convenient and cost-effective solution gives SMEs
access to funding to manage working capital and maximise profits.
Us Plus is impacting the financial landscape of SMEs in South Africa by using working capital to support
sectors and projects that are essential to the sustainability of the country's society and environment. To
date, UsPlus has deployed close to ZAR4 billion in working capital to SMEs.
The abovementioned new capital raise and increase in the facility represent a significant milestone for
UsPlus, resulting in a combined Tier1 and Tier 2 Capital base of over R200 million.
Johannesburg
11 November 2025
Debt Sponsor
Merchantec Capital
Date: 11-11-2025 03:12:00
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