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QUANTUM FOODS HOLDINGS LIMITED - Update regarding interests in the companys securities

Release Date: 12/06/2025 17:40
Code(s): QFH     PDF:  
Wrap Text
Update regarding interests in the company’s securities

QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
("Quantum Foods", or the "Company")

UPDATE REGARDING INTERESTS IN THE COMPANY'S SECURITIES

Shareholders of Quantum Foods ("Shareholders") are referred to the announcements published by the Company on
SENS on 6 September 2024 and 10 March 2025 in accordance with section 122(3)(b) of the Companies Act,
No. 71 of 2008, as amended, and paragraph 3.83(b) of the JSE Limited Listings Requirements ("Announcements").

In terms of the Announcements, Shareholders were informed that Capitalworks Private Equity SP GP II Proprietary
Limited in its capacity as General Partner of Special Purpose Acquisition Partnership IV ("Capitalworks"), together with
a related person, Crown Chickens Proprietary Limited ("Crown Chickens"), a wholly-owned subsidiary of
Sovereign Food Investments Proprietary Limited, had acquired beneficial interests in the Company's ordinary shares
("Shares").

Further to the Announcements, Shareholders are hereby advised that the Company has received communications from
each of Aristotle Africa S.à r.l. ("Aristotle") and Capitalworks regarding developments in respect of their respective
shareholdings and beneficial interests in Shares (each a "Shareholder Communication").

In terms of the Shareholder Communication received from Capitalworks, the Company has been advised as follows:

    •   Capitalworks, together with a related person, Crown Chickens (collectively and individually referred to as
        the "Capitalworks Entities"), have acquired additional Shares and have entered into various sale agreements
        in terms of which the Capitalworks Entities have unconditionally and irrevocably agreed to acquire additional
        Shares ("Sale Agreements").
    •   Following implementation of the Sale Agreements, the Capitalworks Entities will hold a beneficial interest in
        15.53% of the total Shares in issue excluding treasury Shares ("Net Shares").
    •   The Capitalworks Entities have entered into an agreement with Aristotle in terms of which each of the
        Capitalworks Entities and Aristotle has granted to the other a right of first refusal to acquire all the Shares held
        by it from time to time ("ROFR Agreement").
    •   In the circumstances, following implementation of the Sale Agreements, the Capitalworks Entities will hold, and
        have the option or right of first refusal to acquire, in aggregate, more than 50% of the Net Shares.
    •   Capitalworks confirms that it does not currently have an intention to make an offer to Shareholders to acquire
        their Shares (however it reserves the right to do so in future), and that the Capitalworks Entities are not acting
        in concert with Aristotle or with any other third party.

In its Shareholder Communication, Aristotle has confirmed that it has concluded the ROFR Agreement with the
Capitalworks Entities and that no other agreement exists between Aristotle and the Capitalworks Entities.


Wellington
12 June 2025

Corporate advisor and Sponsor
One Capital

Attorneys
Webber Wentzel
Date: 12-06-2025 05:40:00
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