ESKOM HOLDINGS SOC LIMITED - Further announcement in respect of the transfer of the transmission division

Further announcement in respect of the transfer of the transmission division

Eskom Holdings SOC Limited
(Registration No. 2002/015527/30)
JSE alpha code: BIESKM
("Eskom")


Further announcement in respect of the transfer of the transmission division


Debtholders are referred to the announcement released on SENS on 2 April 2024 regarding the transfer of the
transmission division (the "Business") to its wholly-owned subsidiary, National Transmission Company South
Africa Limited ("NTCSA") (the "Transaction"). In this regard, debtholders are further updated as follows:

1.     Eskom has given the required notice to creditors of the Transaction pursuant to section 116(1)(a) of
       the Companies Act, No 71 of 2008 (the "Act").

2.     Once implemented, the Transaction will result in:

       2.1.     NTCSA becoming the sole owner of the Business including all its assets and NTCSA
                becoming liable for all the obligations of Eskom as regards the Business by operation of law
                pursuant to sections 113, 115 and 116 of the Act; and

       2.2.     the generation and distribution businesses currently conducted by Eskom continuing to vest
                in Eskom.

3.     The boards of Eskom and NTCSA passed the requisite resolutions on 25 March 2024 and
       24 March 2024 respectively, concluding that Eskom and NTCSA will be solvent on 1 July 2024, being
       the expected implementation date of the Transaction (the "Expected Implementation Date") and
       liquid for the twelve-month period from the Expected Implementation Date as required in terms of the
       Act.

4.     Eskom as the sole shareholder of NTCSA passed a special resolution approving the Transaction as
       required in terms of the Act, on 25 March 2024. The Minister of Public Enterprises as the sole
       shareholder of Eskom passed a special resolution approving the Transaction as required in terms of
       the Act, on 28 March 2024.

5.     The consideration payable by NTCSA for the Business is R80 542 560 256.83. The consideration was
       determined as being the aggregate of the net book values of the assets of the Business as reflected
       in the unaudited management accounts of Eskom at 31 December 2021 prepared in accordance with
       IFRS. It will be discharged:

       5.1.     as to R19 934 558 188.77 by NTCSA accepting the liabilities of the Business on
                31 December 2021;

       5.2.     as to R39 854 803 589.43 from a loan to be made to NTCSA by Eskom pursuant to a loan
                agreement; and

       5.3.     as to the balance of R20 753 198 478.63 by Eskom subscribing for one share in NTCSA for
                that amount.

6.     As NTCSA is a wholly owned subsidiary of Eskom, no warranties were given by Eskom to NTCSA in
       respect of the Business or the Transaction.

7.     The cost of the Transaction is borne by Eskom.


26 April 2024

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 26-04-2024 04:13:00
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