Sharenet Sites 
Sharenet Sites
Further Cautionary Announcement
Mahube Infrastructure Limited
(Formerly GAIA Infrastructure Capital Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06)
ISIN: ZAE000290763
JSE code: MHB
(“Mahube” or the “Company”)
Further Cautionary Announcement
Mahube shareholders (“Shareholders”) are referred to the cautionary announcement published on SENS on 15
October 2021 and subsequently renewed, inter alia, on 11 January 2022 and are advised that the Company is making
good progress in its endeavours to formalise a restructure of its business with the objective of growing its capital and
asset base, referred to therein.
1. Background
1.1. The restructuring process is aimed at enabling the Company to effectively use its listing to raise equity
capital to finance the acquisition of assets.
1.2. Mahube wishes to offer its current Shareholders the opportunity to continue to directly participate in the
returns of the current asset base of Mahube, through the issue of a participating class of shares in Mahube
Capital Fund 1 (RF) Proprietary Limited (“SubCo”), a wholly owned subsidiary holding the majority of
Mahube’s investments, while concurrently freeing the Company to issue new ordinary shares to finance
further acquisition of infrastructure assets.
2. Capital restructure of SubCo
The board of directors of Mahube (the “Board”) has resolved and executed the requisite documents to
implement the restructure of the share capital of SubCo (the “Capital Restructure”) as follows:
2.1. SubCo subdivides its currently issued 1 000 ordinary shares into 13 787 750 ordinary shares;
2.2. SubCo amends its memorandum of incorporation to create a new class of shares in its authorised share
capital, being N shares (the “N Shares”), which, inter alia:
2.2.1.rank pari passu with the ordinary shares in SubCo’s share capital in respect of distributions and return
of capital;
2.2.2.rank behind the A preference shares and the B preference shares (the “Preference Shares”)
currently held by RMB Investments and Advisory Proprietary Limited (“RMB”) pursuant to an
agreement for the subscription of the Preference Shares (the “PSSA”), in respect of distributions and
return of capital; and
2.2.3.have no voting rights, other than the class voting rights prescribed by the Companies Act, Act 71 of
2008, as amended;
2.3 Mahube subscribes for 55 151 000 N Shares at a subscription price of R9.08 per N Share and settles the
subscription price by set off against a portion of its outstanding shareholder loan to SubCo.
3. Condition Precedent
In terms of the PSSA and the terms attaching to the Preference Shares, SubCo requires the written consent
of RMB to implement the Capital Restructure, which consent SubCo has formally requested.
4. Rationale and Implementation
4.1. Historically Mahube’s ability to finance the expansion of its asset base by the issue of new ordinary shares
has been constrained due to Shareholder concerns relating to the excessive dilution of their interests in
SubCo’s assets resulting from a capital raise, implemented by Mahube, in which certain Shareholders are
unable to follow their rights.
4.2. The implementation of the Capital Restructure will enable Mahube to facilitate direct economic exposure
to SubCo (and the current asset base which SubCo represents) for Shareholders, without Mahube
relinquishing control of SubCo and is anticipated to entail, inter alia, the following:
4.2.1.the direct economic exposure to SubCo will take the form of the declaration of a dividend in specie
by the Board, so that each Shareholder will receive one N Share for each ordinary Mahube share
held;
4.2.2.in respect of each N Share to which it is entitled, a Shareholder will have the election to receive such
number of new ordinary shares in the share capital of Mahube as to ensure that the value of their
investment in Mahube remains materially unaffected; and
4.2.3.holding N Shares will enable Shareholders to avert dilution of a material part of their interests in
SubCo as the Board raises fresh equity by issuing new ordinary shares in the Company.
4.3. Shareholders are advised that the implementation of the transaction contemplated in paragraph 4.2.1
above will be subject thereto that:
4.3.1.the Board will be satisfied that Mahube will continue to qualify for its listing on the main board of the
JSE Limited in terms of the JSE Listings Requirements, post such implementation;
4.3.2.such Shareholder and regulatory approval as may be required shall be obtained; and
4.3.3.Mahube will be authorised to issue new ordinary shares in order to raise fresh equity.
Subject to the successful implementation of the Capital Restructure, further details of the proposed distribution in
specie of the N Shares will be published on SENS and in a circular to Shareholders, in due course.
The Company is in the process of finalising further initiatives to achieve its goal to restructure and recapitalise the
business and, accordingly, Shareholders are advised to continue to exercise caution when dealing in the
Johannesburg
22 February 2022
JSE Sponsor to Mahube
Questco Corporate Advisory Proprietary Limited
Legal Advisors
DLA Piper South Africa Advisory Services Proprietary Limited
Date: 22-02-2022 04:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
