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Results of Rights Offer and Issue of Warrants and Dealing in Securities by Directors and their Associates
Marshall Monteagle PLC
(Incorporated in Jersey)
(Registration number: 102785)
(External registration number:
2010/024031/10)
JSE Code: MMP ISIN: JE00B5N88T08
Main Board – General Segment
("Marshalls" or "the Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA AND ANY OTHER JURISDICTION
WHERE THE EXTENSION OR MAKING OF THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN
CONTRAVENTION OF CERTAIN REGULATIONS OR WOULD REQUIRE MARSHALLS TO
COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR REGISTRATION, FILING OR
OTHER FORMALITY FOR SHAREHOLDERS TO LAWFULLY FOLLOW THEIR RIGHTS, WITH
WHICH MARSHALLS HAS NOT COMPLIED. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA OR ANY OTHER JURISDICTION.
THE PUBLICATION OF THIS ANNOUNCEMENT AND /OR THE DISTRIBUTION OF THE
CIRCULAR AND/OR ACCOMPANYING DOCUMENTS AND/OR THE RIGHTS TO SUBSCRIBE
FOR RIGHTS OFFER SHARES IN JURISDICTIONS WHERE IT IS RESTRICTED BY LAW OR
WHERE FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE LAWS OF ANY SUCH JURISDICTION IN WHICH IT IS ILLEGAL TO MAKE
SUCH A RIGHTS OFFER, IS INTENDED FOR INFORMATION PURPOSES ONLY.
RESULTS OF RIGHTS OFFER AND ISSUE OF WARRANTS AND DEALING IN SECURITIES BY
DIRECTORS AND THEIR ASSOCIATES
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the Rights Offer Circular published and made available on the Company's website at www.city-
group.com/marshall-monteagle-plc/2025.09.03-Circular-General-Meeting-Rights-Offer.pdf on
Wednesday, 3 September 2025 ("Circular").
1. INTRODUCTION
Shareholders are referred to the finalisation announcement released on SENS on Tuesday, 7 October
2025 and the Circular relating to the Rights Offer and issue of the Warrants, wherein they were advised
that:-
1.1 Marshalls would pursue a renounceable Rights Offer to raise up to US$10,7million from
Shareholders in terms of which a total of 8 964 377 Rights Offer Shares would be offered to
Qualifying Shareholders at the Rights Offer Issue price of US$1.20 (ZAR21.34800 / GBP0.89076)
per Rights Offer Share in the ratio of 1 Rights Offer Share for every 4 Marshalls Shares held by
such Shareholders on the record date of the Rights Offer, being Friday, 17 October 2025; and
1.2 Qualifying Shareholders or their renouncees, who subscribed for and are allocated Rights Offer
Shares on the terms and conditions of the Rights Offer, would receive unlisted Warrants in a ratio
of 1 Warrant for every 2 Rights Offer Shares subscribed for, which warrant is convertible into a
Marshalls Share at a subscription price of US$1.20 per Marshall Share within a period of 5 years
from 31 October 2025. The maximum number of Shares that could be issued in terms of the
Warrants is 4 482 188 and the maximum amount that could be raised by means of the Warrants
is US$5.3 million.
1.3 The Rights Offer was not underwritten and was not conditional on any minimum subscription being
obtained. Application for excess Rights Offer Shares was allowed.
2. RESULTS OF THE RIGHTS OFFER AND ISSUE OF WARRANTS
The Rights Offer closed at 12:00 pm SA time (10:00 am UK time) on Friday, 7 November 2025. The
results of the Rights Offer and issue of Warrants are as follows:
Number of Rights Offer % of Rights Offer Number of Warrants
Shares
Rights Offer Shares 8,964,377 100 4,482,188
available for
subscription
Rights Offer Shares 8,051,337 89.81 4,025,557
subscribed for
(excluding excess
applications)
Excess applications 2,412,887 26.92 1,206,443
for Rights Offer
Shares received
Excess Rights Offer 913,040 10.19 456,517
Shares allocated to
excess applications
Total Rights Offer 8,964,377 100 4,482,074
Shares subscribed for
and Warrants issued
3. ISSUE OF RIGHTS OFFER SHARES
Shareholders on the South African Register:
CSDP or Broker accounts of Qualifying Certificated Shareholders (or their renouncees) that provided
their account details and did not elect the option to "rematerialise" their Rights Offer Shares as outlined
in the Form of Instruction attached to the Circular, shall be credited with the Rights Offer Shares at
09:00 (SAST) today, Monday, 10 November 2025. The Rights Offer Shares of Qualifying Certificated
Shareholders (or their renouncees) that failed to provide their CSDP or Broker accounts as required in
terms of the Form of Instruction and the Circular, will be held by the Transfer Secretaries on their behalf
pending confirmation of such account details. The Documents of Title in respect of Rights Offer Shares
of Qualifying Certificated Shareholders (or their renouncees) that validly elected the option to
"rematerialise" their Rights Offer Shares as outlined in the Form of Instruction attached to the Circular,
will be posted to such Qualifying Certificated Shareholders (or their renouncees) as soon as possible
from Monday, 10 November 2025. CSDP or Broker accounts of Qualifying Dematerialised Shareholders
(or their renouncees) shall be credited with Rights Offer Shares at 09:00 (SAST) on Monday, 10
November 2025.
Shareholders on the Jersey Register:
Qualifying Certificated Shareholders (or their renouncees) that provided Computershare Jersey with
their completed Form of Acceptance and payment by 10:00 am UK time on Friday, 7 November 2025
will receive their share certificates by post as soon as possible from Monday, 10 November 2025. The
CREST accounts of Qualifying Dematerialised Shareholders (or their renouncees) shall be credited with
the Rights Offer Shares on Monday, 10 November 2025.
4. EXCESS APPLICATIONS
Marshalls received applications for 2,412,887 excess Rights Offer Shares of which 913,040 excess
Rights Offer Shares were allocated. The Excess Rights Offer Shares applied for were allocated in an
equitable manner in accordance with the JSE Listings Requirements, taking cognisance of the number
of shares held by Qualifying Shareholders, including those taken up as a result of the Rights Offer, and
the number of excess Rights Offer Shares applied for by the Qualifying Shareholders.
Shareholders on the South African Register:
In respect of successful excess applications, accounts of Qualifying Certificated Shareholders (or their
renouncees) will be credited with the Rights Offer Shares at 09:00 am SA time on Wednesday, 12
November 2025 and Share certificates will be posted, where applicable, from this date. In respect of
successful excess applications, CSDP or Broker accounts of Qualifying Dematerialised Shareholders
will be updated with Rights Offer Shares at 09:00 SA Time on Wednesday, 12 November 2025.
Shareholders on the Jersey Register
In respect of successful excess applications, share certificates will be posted to Qualifying Certificated
Shareholders (or their renouncees) as soon as possible from Wednesday, 12 November 2025. In
respect of successful excess applications, the CREST accounts of Qualifying Dematerialised
Shareholders (or their renouncees) will be credited with the Rights Offer Shares by Wednesday, 12
November 2025.
In respect of unsuccessful excess applications, if applicable, refunds will be made to Qualifying
Certificated Shareholders on or about Wednesday, 12 November 2025.
5. ISSUE OF WARRANTS
The Warrants offered in conjunction with the Rights offer will not be listed on the JSE and Warrant
Statements will be issued in certificated form on the terms and conditions as detailed in Annexure 3
to the Circular. The Warrant Statements will be distributed to Rights Offer Participants on 12
November 2025.
6. DEALING IN SECURITIES BY DIRECTORS AND THEIR ASSOCIATES
In accordance with paragraph 3.63 of the JSE Listings Requirements, the following information is
disclosed.
The following Marshalls Directors and associates of Directors followed all their pro rata entitlements to
Rights Offer Shares under the Rights Offer ("Rights") in respect of their entire shareholdings:
Name of director WH Marshall
Designation Chief Executive Officer
Date of transaction 10 November 2025
Class of securities Ordinary Shares
Number of securities 1,685,896
Price per security GBP £0.89076
Total value of transaction GBP £1,501,728.72
Nature of transaction Subscription for Rights Offer Shares
Nature and extent of director's interest Direct
Clearance to deal received Yes
Name of director WH Marshall
Designation Chief Executive Officer
Date of transaction 10 November 2025
Class of securities Ordinary Shares
Number of securities 5,000,000
Price per security GBP £0.89076
Total value of transaction GBP £4,453,800
Nature of transaction Subscription for Rights Offer Shares including
excess applications by an associate of the
director, Tennyson Dollar Investments Limited*
Nature and extent of director's interest Indirect non-beneficial*
Clearance to deal received Yes Yes
* In terms of Companies (Jersey) Law non-beneficial holdings arise, wholly or partly, because
the Director concerned was also a director or trustee of entities that hold Shares in the
Company. Mr WH Marshall's interests in the Company are held via Tennyson Dollar
Investments Limited, of which Mr WH Marshall is a director.
10 November 2025
London
JSE Sponsor to the Company
Questco Corporate Advisory Proprietary Limited
IMPORTANT NOTICE AND DISCLAIMER
The release, publication or distribution of this announcement ("Announcement") in jurisdictions other
than South Africa may be restricted by law and therefore persons into whose possession this
Announcement comes should inform themselves about, and observe, any applicable restrictions or
requirements. Any failure to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any
responsibility or liability for the violation of such requirements by any person.
This Announcement is for information purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any
solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent financial adviser. The information
contained in this Announcement is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local securities laws or regulations. The
information in this Announcement does not purport to be full or complete.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, or into the United States of America, Canada, Japan, Australia or any other
jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is
for information purposes only, does not purport to be full or complete and shall not constitute or form
part of an offer or solicitation of an offer to purchase or sell securities in the United States of America
or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. No reliance may be placed for any purpose on the information
contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering for sale of the Rights in certain jurisdictions may
be restricted by law. The Rights may not be offered to the public in any jurisdiction in circumstances
which would require the preparation or registration of any prospectus or offering document relating to
the shares in such jurisdiction. No action has been taken by Marshalls or any of its affiliates that would
permit an offering of such securities or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required by Marshalls to inform
themselves about, and to observe, such restrictions as detailed in the Circular to Shareholders dated 3
September 2025.
The information in this Announcement may not be forwarded or distributed to any other person and may
not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure
of this information in whole or in part is unauthorised. Failure to comply with this directive may result in
a violation of the Securities Act or the applicable laws of other jurisdictions.
Date: 10-11-2025 05:45:00
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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