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Variation of cautionary announcement and renewal of separate cautionary announcement
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“Visual” or “the Company”)
ISIN Code: ZAE000187407 Share code: VIS
VARIATION OF CAUTIONARY ANNOUNCEMENT AND RENEWAL OF SEPARATE CAUTIONARY ANNOUNCEMENT
1. Variation of cautionary announcement
Shareholders are referred to the detailed cautionary announcement published on
30 January 2018 regarding the negotiations entered into for a potential acquisition
by the Company, which may constitute a reverse takeover, depending on the
final terms agreed. Shareholders are advised that these negotiations are ongoing
but that the transaction is not likely to result in a reverse takeover.
2. Renewal of cautionary announcement
- Stellendale Junction
Shareholders are referred to the detailed cautionary announcement published
on 3 November 2017 and the renewal of cautionary announcements, the last
of which was published on 30 January 2018. The offer for R34 million received
by the Company in relation to one of its properties known as Stellendale
Junction is still subject to several conditions precedent, one of which is approval
of development funding for the purchaser, which is still in progress.
Shareholders will be updated in due course as to the progress of the
transaction.
- Unwinding of the Mosegedi transaction
Shareholders are referred to the detailed cautionary announcement published
on 16 February 2018 regarding the unwinding of the acquisition of 31.2% of
Mosegedi ab initio. This will result in the parties being put back into the same
position as had they not entered into the agreement. The full details and
financial information in respect of this transaction will be announced as soon
as is practicable.
- Potential claw-back offer
Shareholders are referred to the detailed cautionary announcement published
on 19 February 2018 regarding a conditional agreement with Milost Global
Incorporated (“Milost”) regarding a claw back offer. The final terms and
conditions of the claw back offer are still being negotiated. Pursuant to the
claw back offer, Milost may hold more than 35% of the issued share capital of
Visual. Shareholders will be approached to approve a waiver of a mandatory
offer pursuant to the funds being received by the Company.
Shareholders are advised that the negotiations in relation to point 1 above and the
potential Claw Back Offer are mutually exclusive and the Company will only proceed
with one of the parties, subject to agreements being signed.
In light of the above disposal conditions and negotiations which are still in progress,
shareholders are advised to continue to exercise caution when dealing in the securities
of the Company until further announcements are made.
Cape Town
6 March 2018
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
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