Acquisition of Socrati Footwear Group BUKA INVESTMENTS LIMITED (Previously known as Imbalie Beauty Limited) (Incorporated in the Republic of South Africa) (Registration number 2003/025374/06) JSE code: ILE ISIN: ZAE000165239 ("Buka" or "the Company") Acquisition of Socrati Footwear Group 1 Introduction Shareholders are advised that Buka has entered into a written heads of agreement on 14 July 2022, in terms of which Buka will acquire all the shares in Caralli Leather Works (Pty) Limited ("Caralli") and Socrati Footwear (Pty) Ltd ("Socrati") (collectively "the Socrati Group") from B&B Media (Pty) Limited ("B&B Media") and Moltera Group (Pty) Limited ("the Sellers") ("the Transaction"). B&B Media is a material shareholder in Buka and the Transaction accordingly constitutes a related party transaction in terms of the JSE Listings Requirements. 2 Rationale Buka intends becoming a premium fashion company that aspires to make accessible distinct fashion retail brands to consumers, procured internationally and locally, manufactured with sustainability, community upliftment and quality at its core. The acquisition of the Socrati Group is the first step in achieving the above vision. Socrati currently has five stores located in Gauteng at Nelson Mandela Square in Sandton, Hyde Park Shopping Centre, Cedar Square in Fourways, Brooklyn Mall in Pretoria, an outlet store in World Wear shopping centre off Beyers Naude Drive as well as an on-line store. Socrati also plans to open a further 5 stores in the next few months. Caralli manufactures hand-made high quality leather shoes in a factory situated in Denver, Johannesburg. It manufactures shoes for well known third party brands as well as manufacturing shoes for Socrati. 3 Salient terms of the Transaction 3.1 Buka will acquire, from the Sellers, all the shares in and claims on loan account in an amount of R10 million against (collectively the "Sale Equity") the Socrati Group for an aggregate purchase price of R140 million, which purchase price shall be discharged by Buka issuing 70 million new fully paid-up Buka ordinary shares to the Vendors at R2 per Buka ordinary share. 3.2 Any claims on loan account by the Sellers against the Socrati Group, in excess of the R10 million as detailed in paragraph 3.1 above, will be treated as a Vendor loan with the following terms: 3.2.1 Bear interest at the prime overdraft rate; and 3.2.2 Be repaid as and when Buka has cashflow with capital amount and interest to be repaid by no later than 30 June 2025. 3.3 The parties will enter into definitive agreements by no later than 30 September 2022. 3.4 The Transaction will be subject to normal warranties that are customary for transactions of this nature. 4 Conditions precedent The Transaction will be subject to, inter alia, the following conditions precedent: 4.1 Buka undertaking a due diligence investigation into the Socrati Group, the outcome of which investigation must be to Buka's satisfaction; 4.2 the AltX Advisory Committee advising the JSE as to the eligibility of Buka to retain its listing on AltX following the implementation of the Transaction and the JSE exercising its discretion for Buka to continue to be listed; 4.3 the board of directors of Buka approving the entering into and implementation of the Transaction; 4.4 approval by shareholders of Buka of the Transaction; 4.5 completion of a fairness opinion by an independent expert; and 4.6 obtaining the necessary regulatory approvals for the Transaction. 5 Categorisation of Transaction The Transaction is a reverse take-over and will be considered by the JSE as a new listing. Shareholders are warned that the Transaction is subject to the JSE allowing the listing to continue following the Transaction. A category 1 circular, incorporating revised listing particulars, will be prepared and submitted to shareholders. The Transaction requires shareholders' approval. The Transaction is a related party transaction in terms of section 10.1 of the JSE Listing Requirements, as B&B Media is a material shareholder of Buka, and a fairness opinion is required from an Independent Expert. The aforesaid circular will be distributed to shareholders within 60 days of this announcement. 6 Financial information The value of the net assets that are the subject of the Transaction is negative R7,06 million as at 28 February 2022 and the profits attributable to the net assets that are the subject of the Transaction is R6,172 million for the year to 28 February 2022. 15 July 2022 Parktown Designated Advisor Exchange Sponsors Date: 15-07-2022 10:30:00 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. 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