CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED - Press Release: The reasons why Caxton voted against Mpact Directors pay

Press Release:  The reasons why Caxton voted against Mpact Directors pay

CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share Code: CAT         ISIN: ZAE000043345

PRESS RELEASE – THE REASONS WHY CAXTON VOTED AGAINST MPACT NON-EXECUTIVE DIRECTORS’ PAY

Mpact CEO Bruce Strong told investors at the company’s interim results presentation on Wednesday,
10 August 2022, that despite attempts to engage with Caxton in order to understand its reasons for voting
down NED remuneration at the recent Mpact AGM, the Mpact board has been unable to find common
ground with Caxton, because Caxton’s “conduct is underpinned by a different motive”. The inference is clear:
according to Mr. Strong, Caxton is acting improperly and contrary to the interests of Mpact, for its own
ulterior purposes.

Caxton takes issue with Mr. Strong’s statement, which is denied. As the largest shareholder in Mpact with a
34% shareholding, having invested some R700m in Mpact shares, Caxton is vitally interested in Mpact’s
success. Far from having an ulterior motive, Caxton’s stated intention to acquire control of Mpact has been
met with inexplicable hostility, not only from Mpact, but also from Golden Era, which is Mpact’s competitor,
major customer, co-accused in a cartel case which has been under investigation by the Competition
Commission since 2016, and more recently a 10% shareholder in Mpact.

Mpact has been fully advised of Caxton’s concerns around NED pay. Caxton considers that the Mpact board
has not complied with its fiduciary duties, in that it has, inter alia, failed to disclose adequate details of the
pending cartel case to shareholders and the risks associated therewith, notwithstanding that Mpact has
admitted to operating a long-standing cartel with New Era, a subsidiary of Golden Era. The Mpact board has
also failed to disclose publicly all the material risks of a potential Caxton merger in Mpact’s 2021 IAR risk
matrix.

In soliciting support from Golden Era to oppose a possible Caxton merger, the Mpact board has filed secret
representations and affidavits before the Competition Commission and Tribunal, thereby exacerbating
concerns held by Caxton that Mpact and Golden Era remain involved in the vestiges of their long-standing
cartel. By order of the Tribunal, this Mpact secret information has recently been disclosed on a restricted
basis to the Caxton Chairman only, who now considers that the Mpact board has also failed in its duty to
disclose material price sensitive information to all Mpact shareholders (including Caxton). In failing to make
proper disclosure of price sensitive information pertaining to Mpact (which failure is ongoing) the Mpact
board has displayed gross misjudgment.

Caxton is seeking legal advice as to remedies, including potential action under section 165 of the Companies
Act 2008, against the Mpact board and potential reporting of its conduct to the JSE for investigation.

In the interest of all shareholders, and in line with its stated intention regarding possible control of Mpact,
Caxton remains committed to engaging with the Mpact board, and will be able to do so more meaningfully
once Mpact has provided Caxton and all other shareholders with access to the secret information it is clearly
so reluctant to disclose.

Paul Jenkins (paul@jenkins.co.za)
Non-Executive Chairman
Caxton and CTP Publishers and Printers Limited
12 August 2022

Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 12-08-2022 02:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.