VISUAL INTERNATIONAL HOLDINGS LIMITED - Funding Agreement between Visual and Milost Global Inc

Funding Agreement between Visual and Milost Global Inc

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company” or “Visual”)
ISIN Code: ZAE000187407       Share code: VIS

FUNDING AGREEMENT BETWEEN VISUAL AND MILOST GLOBAL INC (“MILOST”)

Shareholders are advised that the Company has signed a funding agreement with Milost for equity
and debt funding of up to R500 000 000. The Milost funding agreement is divided into two parts:

-     A R150 million equity draw down facility for the subscription of shares in Visual, which will be
      subscribed at a 50% premium to the 5-day volume-weighted average share price for each
      draw down, which shares are expected to be issued under the Company’s general authority
      to issue shares for cash. Based on the Company’s share trading price, a mechanism exists for
      a defrayment amount to be settled through the issue of Visual shares. This will also be settled
      under the Company’s general authority to issue shares for cash. The above share issues and
      defrayment expenses cannot fall below the limits set by the general authority, failing which the
      issue of shares may require shareholder approval.

-     A R350m convertible debt facility (Notes Draw Down). The conversion Price of a Notes Draw
      Down will be calculated at the 5 day VWAP on the business day immediately preceding the
      Draw Down Notice plus 200% on each Note Draw Down (“Notes Purchase Price”). The said 5
      year Convertible Notes will be convertible to equity at the option of the Investor when the
      Company share price reaches or settles at or above the Notes Purchase Price, otherwise, the
      same will be convertible at the 5 day VWAP in a) above at any point when the Share Price falls
      below 50% of the 5-day VWAP determined in a) above, provided that the Discounted Price
      shall not be more than a 10% discount on the 30-day VWAP of the Company’s shares prior to
      the issue of the Notes Draw Down Notice and that the Investor is not defined as a Related Party
      in terms of the JSE Listings Requirements at such time, failing which JSE, TRP and shareholder
      approval of a Specific Issue of Shares will be required. Each Convertible Note drawn down will
      bear simple interest at a rate of 5% per annum payable in cash on a quarterly basis from the
      date of the Note Drawn Down payment until such Convertible Note is converted or redeemed.

In the event that any of the above share issues fall outside the general authority granted to the board
of directors by the shareholders, or if Milost becomes a related party to Visual, shareholder approval
will be required.

The above funding will be used to finance Visual’s property development projects, acquisitions and
working capital. Shareholders will be advised when the company receives the draw down funding
from time to time.

Johannesburg
15 September 2017

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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