MPACT LIMITED - Announcement relating to Notification of Competition Filing and Potential Offer

Announcement relating to Notification of Competition Filing and Potential Offer

Mpact Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/025229/06)
JSE share code: MPT ISIN: ZAE000156501
("Mpact" or "the Company")

ANNOUNCEMENT RELATING TO NOTIFICATION OF COMPETITION FILING AND
POTENTIAL OFFER

Shareholders of Mpact ("Shareholders") are hereby advised that Mpact received a letter on
Thursday, 24 June 2021 from the South African Competition Commission ("Commission"),
advising that Caxton and CTP Publishers and Printers Limited ("Caxton") has –

   •   notified the Commission that it has taken a decision to increase its current shareholding
       in Mpact of approximately 32%, which will likely result in it acquiring control over Mpact
       in terms of the Competition Act, No. 89 of 1998, as amended ("Competition Act");

   •   advised the Commission that it has not yet made a formal offer to the Mpact board of
       directors ("Board") or to Shareholders;

   •   advised the Commission that it will, in circumstances where it acquires an interest
       equal to or greater than 35% in the issued share capital of Mpact, be required to make
       a mandatory offer to Shareholders, pursuant to the provisions of section 123 of the
       Companies Act, No. 71 of 2008, as amended ("Mandatory Offer");

   •   notified the Commission that it seeks to obtain merger approval in terms of the
       Competition Act in advance of triggering the Mandatory Offer in order to obtain
       regulatory certainty and to avoid any unnecessary delays in the implementation of the
       Mandatory Offer (in the event that it does result in an acquisition of control over Mpact
       by Caxton); and

   •   requested permission from the Commission to file a separate notification of merger.

The Commission has yet to determine whether Caxton will be permitted to file a separate
merger notification.

Shareholders are hereby notified that the Board has not agreed to a joint merger notification
with Caxton on the grounds that Caxton has, amongst other things, not disclosed a proposed
offer price or terms, and the Board is unable to determine whether any such offer would be in
the best interests of Shareholders or the Company.

In the event that permission is granted by the Commission for Caxton to file a separate merger
notification, Shareholders are further advised that, as the merger would be a large merger as
defined in the Competition Act, and due to competition and public interest considerations, the
process leading to a decision from the Competition Authorities may take many months.

Further updates relating to the above will be provided to Shareholders as and when necessary.

Melrose Arch
30 June 2021

Sponsor
The Standard Bank of South Africa Limited

Date: 30-06-2021 12:40:00
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