PURPLE GROUP LIMITED - DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR

DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR

Purple Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: PPE ISIN: ZAE000185526
(“Purple Group”)


DEALING IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR

Shareholders are advised that Business Venture Investments No 1847 Proprietary
Limited (“BVI” or “the Seller”), an associate of, and an entity in which Mark Barnes
holds 50% of the issued share capital, has entered into a sale of shares and option
agreement with Firefly Newco 1411 Proprietary Limited (“Firefly” or “the Purchaser”),
dated 28 May 2021 (“the Agreement”).
In terms of the Agreement:
    1. BVI has granted to the Purchaser an option (the “Call Option”) to acquire up to
       134 545 316 Purple Group shares (representing 13.30% of shares in issue
       (excluding treasury shares)) (“Option Shares”) from BVI at a price of 110
       cents per share, which Call Option may be exercised at any time during the
       period commencing on 31 May 2021 and ending on 28 June 2021 (“Option
       Period”); and

    2. BVI has agreed to sell 45 454 546 Purple Group shares (representing 4.49%
       of shares in issue (excluding treasury shares)) (“Sale Shares”) to the
       Purchaser at a price of 110 cents per share, provided that the Purchaser
       exercises the Call Option in respect of at least 50 000 000 Option Shares
       during the Option Period. If the Purchaser does not exercise the Call Option in
       respect of at least 50 000 000 Option Shares during the Option Period, then
       BVI will only sell 41 666 667 Purple Group shares (representing 4.12% of
       shares in issue (excluding treasury shares)) (“Adjusted Sale Shares”) to the
       Purchaser at a higher price of 120 cents per share.


The Agreement is subject to the condition that the Sale Shares and Option Shares
are delivered to the Purchaser unencumbered.
The total maximum consideration if the Sale Shares and all of the Option Shares are
sold is R197 999 848, and the total minimum consideration if only the Adjusted Sale
Shares are sold is R50 000 000.
In compliance with paragraphs 3.63 - 3.74 of the Listings Requirements of the JSE
Limited, the following information is disclosed:


Company:                    BVI
Name of director:           Mark Barnes
Relationship:               Mark Barnes is director and shareholder in BVI
Date of agreement:          28 May 2021
Nature of transaction:      off-market sale of shares and granting of option
Number of securities:       per above
Class of securities:        ordinary shares
Price per share:            per above
Total Value:                per above
Nature of interest:         indirect beneficial


Firefly is headed up by Paul Rutherford of Nire Capital, an investment firm focused
on technology enabled businesses.
Firefly is entitled to cede and assign its rights under the Agreement, and the intention
is that in due course Firefly will cede and assign its rights and obligations under the
Agreement to an investment partnership, which will be managed by Paul Rutherford
on behalf of the general partner of such partnership.
Paul Rutherford commented “We have been tracking the progress of Purple for
some time and are excited to be afforded this opportunity by BVI to invest directly
into Purple and actively partner with the founders and management teams to
continue to build Purple into a market leading fintech group.”
Mark Barnes commented “As a founding shareholder in Purple we are excited to
enter a new chapter in Purple’s evolution and I am confident that we have identified
the right strategic partner to work with management to take the group to the next
level.”
Purple CEO, Charles Savage, commented “We welcome our new shareholder Firefly
on board and look forward to working with them to capitalise on the foundation that
has been laid as we continue on our growth path.”
It is the intention of the board of Purple to appoint Paul Rutherford to the board on
the successful completion of this transaction.
Upon the expiry of the Call Option, or earlier, as may be required, a further
announcement will be released once the final number of Option Shares in respect of
the Call Option has been exercised in terms of the Agreement, have been
determined.
Responsibility Statement
The Board accepts responsibility for the information contained in this announcement.
To the best of the Board’s knowledge and belief, the information contained in this
announcement is true and nothing has been omitted which is likely to affect the
importance of the information.
Johannesburg
1 June 2021
Company Secretary: 4 Africa Exchange Registry Proprietary Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Date: 01-06-2021 05:45:00
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