VISUAL INTERNATIONAL HOLDINGS LIMITED - New Claw Back Offer, Potential Change in Control, Partial Withdrawal of Cautionary Ann and Renewal of Cautionary Ann

New Claw Back Offer, Potential Change in Control, Partial Withdrawal of Cautionary Ann and Renewal of Cautionary Ann

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


NEW CLAW BACK OFFER, POTENTIAL CHANGE IN CONTROL, PARTIAL WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


New claw back offer terms
Shareholders are referred to the original announcement published on 19 February 2018 and
subsequent renewal of cautionary announcements last published on 17 April 2018 and are
advised that the Company has signed new agreements with Milost Global Incorporated
(“Milost”) relating to a subscription for 310 000 000 new shares in Visual at a subscription price
of 3.3 cents in order to raise R10 230 000 by way of a claw back offer. The proceeds will
support the recapitalisation of Visual and provide working and development capital for the
business.

The claw back subscription of R10 230 000 (less an amount of R581 503.40 which is payable
on or before 21 May 2018) is payable by of 30 May 2018.

The Company will announce the claw back ratio in due course as this is affected by the
potential cancellation and delisting of the 106 million shares previously issued in terms of the
Mosegedi acquisition, as previously announced. Milost has agreed to sell up to 10 600 000
shares at the Claw Back subscription price to the Mosegedi shareholders to enable the full
106 000 000 shares to be tendered to Visual. The final terms, conditions and salient dates of
the claw back offer will be made in due course.

Shareholders are also advised that pursuant to the claw back offer, Milost may hold more
than 35% of the issues 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.
The current Board of Directors will be dissolved and a new Board nominated by Milost on or
as soon as possible after the Claw Back subscription date.

Mosegedi Cancellation Agreement
In terms of a separate agreement signed between Milost and Visual, it was noted that Visual
had entered into an agreement with the Mosegedi shareholders for the cancellation of the
acquisition of 31.2% of Mosegedi, ab initio and the return of 106 000 000 shares to the share
capital of the Company for cancellation. The Mosegedi cancelation agreement was
subject to certain conditions precedent, which were not met, and it is the intention that the
dates will be extended. This will result in the parties being put back into the same position as
had they not entered into the agreement.

The Mosegedi Cancellation Agreement also provides for the payment of R1.X million to be
repaid to Mosegedi and Associates, which will be paid from the proceeds of the claw back
offer. Application will be made to the JSE for the termination of the listing of the 106 000 000
shares. In the event that the JSE or any other regulatory authority has additional
requirements, the Company and Milost agree to co-operate in good faith to comply with
such requirements.
Update on 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 17 April 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 pre-condition 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. If the transaction proceeds, a full terms announcement will be made and the
disposal will require shareholder approval.

Partial withdrawal of cautionary announcement
Visual will not be proceeding with the acquisition negotiations as previously announced on
30 January 2018 following the signing of the new claw back subscriptions agreement.

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

-    Confirmation of receipt of funds from Milost for the claw back offer and declaration
     announcement of the claw back offer terms;
-    The confirmation of the implementation of the Mosegedi cancellation agreement;
     and
-    The terms announcement or withdrawal of cautionary in relation to the offer for
     Stellendale Junction.

Cape Town
8 May 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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