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Finalisation Announcement In Respect Of The Scheme
METROFILE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
JSE Share code: MFL
ISIN: ZAE000061727
("Metrofile" or the "Company")
MAIN STREET 2093 (RF) PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2025/261757/07)
(the "Offeror")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
1. Introduction
Metrofile Shareholders are referred to the combined offer circular issued by Metrofile and the
Offeror on 24 October 2025 ("Circular").
Capitalised words and phrases in this announcement shall, unless otherwise defined herein, bear
the same meanings ascribed thereto in the Circular.
In terms of the announcement published on SENS on 24 November 2025, Shareholders were
advised that the Scheme remained subject to the fulfilment or waiver of the Scheme Conditions.
2. Implementation of the Scheme
Shareholders are advised that all the Scheme Conditions have now been fulfilled or waived, and
that the Scheme has become unconditional. Furthermore, the TRP has issued the Compliance
Certificate.
Consequently, Metrofile and the Offeror will proceed to implement the Scheme.
Implementation of the Scheme will result in -
• the Offeror acquiring all of the Scheme Shares for the Scheme Consideration on the
Scheme Implementation Date; and
• the Delisting of Metrofile Shares from the main board of the JSE.
Scheme Participants will therefore receive the Scheme Consideration on the Scheme
Implementation Date as set in the timetable below.
3. Salient Dates and Times
The Scheme will be implemented in accordance with the following salient dates and times:
Salient dates and times 2025
Lodgement of an application for the termination of listing of the Metrofile Thursday, 18 December
Shares on the JSE, on
Finalisation announcement published on SENS, on Thursday, 18 December
Finalisation announcement to be published in the South African press, on Friday, 19 December
Scheme LDT, being the last day to trade in Metrofile Shares in order to be Monday, 29 December
eligible to participate in the Scheme, on 1, 2
Suspension of listing of Metrofile Shares at the commencement of trade Tuesday, 30 December
on the JSE, on
2026
Scheme Record Date, being the date on which a Metrofile Shareholder Friday, 2 January
must be recorded in the Register to be eligible to participate in the
Scheme, on
Scheme implementation date, on Monday, 5 January
Date of settlement of the Offer Consideration to be paid electronically if Monday, 5 January
the form of surrender (green) attached to the Circular and the documents
of title in respect of their Metrofile Shares are received by the Transfer
Secretaries on or before 12:00 on the Scheme Record Date, on
Scheme Participants who are Dematerialised Shareholders will have their Monday, 5 January
accounts held at their Broker or CSDP debited with the Metrofile Shares
and credited with the Offer Consideration, on
Termination of listing of Metrofile Shares on the JSE at the Tuesday, 6 January
commencement of trade, on
Notes:
1. All times given above are local times in South Africa.
2. Shareholders should note that, since trades in Metrofile Shares are settled by way of the electronic
settlement system used by Strate Proprietary Limited, settlement will take place 3 (three) Business Days
after the date of a trade.
3. No Dematerialisation or rematerialisation of Metrofile Shares may take place after the Business Day
following the Scheme LDT.
4. Responsibility Statements
The Independent Board (to the extent that the information relates to Metrofile) collectively and
individually accept responsibility for the information contained in this announcement and certify that,
to the best of their knowledge and belief, the information contained in this announcement relating
to Metrofile is true and this announcement does not omit anything that is likely to affect the import
of such information.
The board of directors of the Offeror (to the extent that the information relates to the Offeror)
collectively and individually accept responsibility for the information contained in this announcement
and certify that, to the best of their knowledge and belief, the information contained in this
announcement relating to the Offeror is true and this announcement does not omit anything that is
likely to affect the import of such information.
Thursday, 18 December 2025
Financial Advisor and Transaction Sponsor to Metrofile
The Standard Bank of South Africa Limited
Attorneys to the Independent Board
Werksmans Inc.
Corporate advisor to the Offeror
Rothschild and Co South Africa Proprietary Limited
Attorneys to the Offeror
Webber Wentzel
Independent Expert
Tamela Holdings Proprietary Limited
Disclaimer
This announcement has been prepared for purposes of complying with the Companies Act, the
Regulations and the JSE Listings Requirements in South Africa. The information disclosed may not be
the same as that which would have been disclosed had this announcement been prepared in
accordance with the laws and regulations of any jurisdiction outside of South Africa.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or a
solicitation of any vote or approval in any jurisdiction outside of South Africa in which it is unlawful to
make such an offer or solicitation, or such offer or solicitation would require compliance with any legal
or regulatory obligations in such jurisdiction. In those circumstances or otherwise if the distribution of
this announcement in any jurisdiction outside of South Africa is restricted or prohibited by laws or
regulations of such jurisdiction, this announcement is deemed to have been published for information
purposes only and should not be copied or redistributed.
The release, publication and distribution of this announcement in certain jurisdictions may be restricted
by applicable laws and regulations and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform themselves about and observe such
restrictions. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws and regulations of any such jurisdiction.
Metrofile Shareholders in the United States should note that the Offer relates to the securities of a South
African company, is subject to South African procedural and disclosure requirements (which are
different from those of the United States) and is proposed to be implemented under the Scheme, which
is a scheme of arrangement provided for under South African company law.
The contents of this announcement should not be construed as legal, financial or tax advice. Each
Shareholder should consult his, her or its own legal, financial or tax adviser for legal, financial or tax
advice.
Date: 18-12-2025 04:30:00
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. 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.
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