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General SENS Submitter Company - DISCLOSURE OF THE ACQUISITION OF A BENEFICIAL INTEREST IN ORDINARY SHARES IN METROFILE HOLDINGS LIMITED

Release Date: 15/10/2025 17:40
Code(s): GSSC     PDF:  
Wrap Text
DISCLOSURE OF THE ACQUISITION OF A BENEFICIAL INTEREST IN ORDINARY SHARES IN METROFILE HOLDINGS LIMITED

Mango Holding Corp.
(Incorporated in accordance with the laws of the State of Delaware)
(File number 10189438)
("HoldCo")

DISCLOSURE OF THE ACQUISITION OF A BENEFICIAL INTEREST IN ORDINARY
SHARES IN METROFILE HOLDINGS LIMITED

Reference is made to:

   -   the joint firm intention announcement by Metrofile Holdings Limited ("Metrofile") and
       Main Street 2093 (RF) Proprietary Limited ("Offeror") published on the Stock
       Exchange News Service operated by the JSE Limited ("SENS") on 17 September 2025
       ("FIA"); and

   -   the announcement published by Metrofile on SENS on 15 October 2025 ("Metrofile
       Announcement").

Unless otherwise defined herein, capitalised terms used in this announcement will have the
meanings ascribed thereto in the FIA.

In terms of the Metrofile Announcement Metrofile shareholders were advised that Metrofile
received the following notifications:

   -   a notice in the prescribed form, from The Standard Bank of South Africa Limited (acting
       through its Corporate and Investment Banking division) ("SBSA"), advising that SBSA
       has acquired a beneficial interest in 9.96% of the issued ordinary shares ("Shares") in
       Metrofile; and

   -   a notice in the prescribed form, from HoldCo (the Offeror's holding company), advising
       that HoldCo has acquired a beneficial interest in 9.96% of the Shares in issue
       ("HoldCo Beneficial Interest"), pursuant to an arm's length total return swap
       arrangement ("TRS") between HoldCo and SBSA.

In accordance with regulation 98(3) of the Companies Regulations, 2011, HoldCo hereby
confirms that it has delivered a notice to the Takeover Regulation Panel ("TRP"), in the
prescribed form, in terms of which HoldCo has notified the TRP that it has acquired the HoldCo
Beneficial Interest pursuant to the TRS and that the Shares subject to the TRS were
purchased by SBSA at a price below the Offer Consideration. In terms of the TRS, HoldCo
will acquire these Shares from SBSA upon maturity of the TRS, unless the Scheme is
implemented prior to the maturity date of the TRS, in which event SBSA will dispose of these
Shares under the Scheme.

The board of directors of HoldCo accepts responsibility for the information contained in this
announcement and, to the best of their knowledge and belief, such information is true and
does not omit anything likely to affect the importance of such information contained herein.

Johannesburg

15 October 2025

Attorneys
Webber Wentzel

Date: 15-10-2025 05:40:00
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