VISUAL INTERNATIONAL HOLDINGS LIMITED - Detailed cautionary ann regarding a potential claw back offer, potential change in control and renewal of cautionary

Detailed cautionary ann regarding a potential claw back offer, potential change in control and renewal of cautionary

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

DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A POTENTIAL CLAW BACK OFFER, POTENTIAL
CHANGE IN CONTROL AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


Shareholders are advised that the Company has signed a conditional agreement with Milost Global
Incorporated (“Milost”) relating to a subscription for 252 673 771 new shares in Visual at a subscription
price of 11.81 cents in order to raise R29 840 772 by way of a claw back offer (“the Claw Back Offer”).
The proceeds will support the recapitalisation of Visual and provide working and development
capital for the business. Shareholders are also referred to recent cautionary announcements issued
on 30 January 2018 and 16 February 2018.

The final terms, conditions and salient dates of the Claw Back Offer will be made in due course.
Subject to the receipt of the claw back subscription, it is highly likely that Visual will not be able to
proceed with the acquisition/reverse takeover negotiations as previously announced on 30 January
2018.

Shareholders are also advised that pursuant to the Claw Back Offer, Milost may hold more than 35%
of the issued share capital of Visual, which would require a mandatory offer in terms of the
Companies Regulations, 2011 as regulated by the Takeover Regulation Panel. Alternatively,
shareholders may be approached to approve a waiver of a mandatory offer.

Accordingly, shareholders are advised to continue to exercise caution when dealing in the securities
of Visual until a further announcement is made.

Cape Town
19 February 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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