OMNIA HOLDINGS LIMITED - Acquisition of 38.9% in Sakhile Initiative 2 Limited

Acquisition of 38.9% in Sakhile Initiative 2 Limited

Omnia Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
Share code: OMN ISIN: ZAE000005153
(“Omnia” or “the Group”)


ACQUISITION OF 38.9% IN SAKHILE INITIATIVE 2 LIMITED


1. INTRODUCTION

The board of directors of Omnia (“the Board”) has long recognised the need for significant management and
employee ownership participation within the Group. It believes that the Group’s success arises from the
excellence and long-term dedication of its people by “creating customer wealth through leveraging knowledge”.
The Board also believes that an effective partnership arrangement between the shareholders of Omnia, its
management and its people enhances the performance and ultimate wealth of the Group.

In order to give effect to this belief and as part of the Group’s Broad-Based Black Economic Empowerment
(“BBBEE”) initiative, a separate legal entity, Sakhile Initiative Limited, was incorporated in 2007 to serve as a
vehicle to implement an employee share-incentive scheme for the permanent Group employees. Similarly, the
second phase of the BBBEE employee share scheme was launched during 2010 and implemented through a
company called Sakhile Initiative 2 Limited (“Sakhile 2”). Sakhile 2 is an incentive vehicle used to attract, retain,
develop and reward talented and key black permanent employees and black executives who are based in
South Africa. Sakhile 2 currently has approximately 140 active shareholders who have been issued with a total
of 52 218 ordinary shares in Sakhile 2.

2. BACKGROUND TO SAKHILE 2

In January 2010, Sakhile 2 acquired 2% in Omnia Group Proprietary Limited, referred to as “Tranche 1”. Each
allocation of shares in Tranche 1 had to be held by the shareholder for seven years from the date of allocation
in order to benefit from the shareholding and incentive scheme. On this basis, the shares in Tranche 1 must
have been held until at least 31 January 2017. If employees left the employ of Omnia due to either retirement,
retrenchment, death or resignation (after the initial seven-year period) the employees are deemed to have
offered their shares to Omnia at the market value at the date when they were no longer considered an
employee of Omnia.

Omnia holds a call option to acquire the shareholders’ shares in Sakhile 2 at any time after the allocation date
until 18 months after January 2017. The exercise price is calculated in accordance with the stipulated formulae
set out in the Memorandum of Incorporation of Sakhile 2 which is based primarily on the market capitalisation
of Omnia. The exercise price is settled using new listed shares issued by Omnia. These shares are issued to
the Sakhile 2 Tranche 1 shareholders in exchange for the shareholders’ shares in Sakhile 2.

3. THE SAKHILE 2 ACQUISITION

The Board resolved to exercise the call option in respect of the first issue of Tranche 1 for 65 participants,
representing 38.9% of the issued ordinary shares of Sakhile 2, which it exercised on 31 July 2017 (“Exercise
Date”). In addition the Group exercised the call option in respect of participants who retired, were retrenched
or who died during the period 2011 to 31 July 2017.

In terms of the Memorandum of Incorporation, the exercise price is based on the 30 day volume weighted
average price of an Omnia share prior to the Exercise Date or the relevant employee’s termination date as it
pertains to past employees. The total exercise value of the call option will be settled by the issue of 652 328
new Omnia shares with a current market value of R94 million.

4. CLASSIFICATION OF THE SAKHILE 2 ACQUISITION

The Sakhile 2 acquisition, due to its size, falls below the transaction thresholds as set out in the Listings
Requirements of JSE Limited and therefore does not require any formal disclosure. However, Omnia would
like to inform shareholders thereof.


Johannesburg
13 September 2017

Sponsor
Merchantec Capital

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