CASHBUILD LIMITED - Proposed specific repurchase of Cashbuild ordinary shares

Proposed specific repurchase of Cashbuild ordinary shares

CASHBUILD LIMITED
(Registration number: 1986/001503/06)
(Incorporated in the Republic of South Africa)
JSE share code: CSB ISIN: ZAE000028320
("Cashbuild" or the "Company")

PROPOSED SPECIFIC REPURCHASE OF CASHBUILD ORDINARY SHARES

1. Introduction and background

    Shareholders are advised that Cashbuild has concluded an agreement (“Repurchase Agreement”) with Mr
    Patrick Kieran Goldrick (“P K Goldrick”) in terms of which Cashbuild will repurchase 1 000 000 Cashbuild
    ordinary shares (“Repurchase Shares”) for an aggregate cash consideration of R194 321 000 (the “Specific
    Repurchase”).

2. Terms of the Specific Repurchase

    2.1. The Specific Repurchase will be undertaken at a price of R194.321 per Cashbuild ordinary share, being
         the 30-day volume weighted average price of a Cashbuild ordinary share up to and including 14
         December 2022, prior to the signature date of 15 December 2022.

    2.2. The Specific Repurchase is subject to the following conditions precedent:

         2.2.1. receipt of the necessary JSE approval by no later than 30 January 2023; and
         2.2.2. passing of the necessary shareholder resolutions by no later than 6 March 2023.

    2.3. The Specific Repurchase represents 4% of all the issued ordinary shares of Cashbuild, including treasury
         shares.

    2.4. Subsequent to the approval of the Specific Repurchase by shareholders, the Repurchase Shares will
         revert to authorised but unissued ordinary shares in the ordinary share capital of the Company and an
         application will be made to the JSE for the delisting and cancellation of the Repurchase Shares.

    2.5. The date upon which the Specific Repurchase is to be implemented will be as soon as possible after
         fulfilment of the conditions precedent detailed in paragraph 2.2 above, and is expected to be on or about
         Wednesday, 22 March 2023, with the Repurchase Shares being delisted and cancelled on or about
         Wednesday, 29 March 2023.

    2.6. There will be 688 744 Cashbuild ordinary shares held in treasury after the Specific Repurchase.

3. Impact of the Specific Repurchase on the financial information of Cashbuild

    3.1. The Specific Repurchase is for cash only and will therefore reduce Cashbuild’s cash resources by
         R194 321 000, being the consideration for the Specific Repurchase.

    3.2. The Specific Repurchase will result in a decrease of Cashbuild’s ordinary shares in issue by 1 000 000
         ordinary shares.

4. Circular and general meeting

    4.1. A circular setting out the details of the Specific Repurchase and incorporating a notice of general
         meeting, will be distributed to Cashbuild shareholders on or about Friday, 3 February 2023. The general
         meeting is expected to be convened on or about Monday, 6 March 2023 (“General Meeting”).

    4.2. In accordance with paragraph 5.69(b) of the JSE Listings Requirements, P K Goldrick and his associates
         will be taken into account in determining the quorum at the General Meeting to approve the resolutions
         required to implement the Specific Repurchase, but their votes will not be taken into account in
         determining the results of the voting on the Specific Repurchase at the General Meeting.

15 December 2022

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 15-12-2022 03:15:00
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