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Acquisition of Telescope AI Proprietary Limited
PURPLE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/013637/06)
ISIN: ZAE000185526
SHARE CODE: PPE
("Purple Group" or "the Company")
ACQUISITION OF TELESCOPE AI PROPRIETARY LIMITED
1. INTRODUCTION
Shareholders are hereby advised that the Company and its subsidiary, First World Trader Proprietary
Limited t/a EasyEquities ("FWT" or "EasyEquities") (collectively the "Buyers") have entered into a sale
of shares agreement and option acquisition agreements ("the Agreements") with Raymond Gordon
Proprietary Limited, in its capacity as trustee for the Pettett Family Trust (the beneficiaries of which are
Lucas Pettett and his wife) and 3 key staff members of Telescope AI Proprietary Limited ("Telescope
AI") being Andrew Bucknall, Althea Schutte and Megan Fawdon (collectively "the Sellers") and
Telescope AI, in terms of which the Company will acquire 50% of the issued ordinary shares and options
in Telescope AI and FWT will acquire the remaining 50% of the issued ordinary shares and options in
Telescope AI, representing in aggregate 100% of the issued share capital and options of Telescope AI
(collectively the "Sale Shares and Options") from the Sellers, for a total purchase price as contemplated
in paragraph 4.3.1 below ("the Acquisition").
2. DETAILS OF THE BUSINESS OF TELESCOPE AI
Telescope AI provides AI-powered investment discovery, research, technical analysis, conversational
intelligence and compliance infrastructure to brokerages and trading platforms including IG Group, CMC
Markets, tastytrade, Sharesies and EasyEquities. Its capabilities reach more than 3 million end users
across 7 jurisdictions and 13 languages, and its compliance layer, Guardrails, has completed more than
2.5 million checks across global jurisdictions.
3. RATIONALE FOR THE ACQUISITION
Purple Group and its subsidiaries ("the Group") serve 1.3 million active clients with R100 billion in assets
on its platform. EasyEquities was Telescope AI's first enterprise partner and currently deploys one of
Telescope AI's suite of tools. The Acquisition will see Telescope AI's full product suite implemented
across the Group's entire product stack, combining Telescope AI's proprietary infrastructure and
compliance-first deployment capability with the Group's client data and behavioural insights built over
more than a decade. The Acquisition also positions the Group to build a new enterprise revenue stream
through Telescope AI's global B2B partnerships.
4. SALIENT TERMS OF THE ACQUISITION
4.1 Effective Date
The Acquisition will become effective on the 10th business day following the satisfaction or waiver, as
the case may be, of the conditions precedent in paragraph 4.2.1 below ("Closing Date").
4.2 Conditions Precedent
4.2.1 The Acquisition is subject to the fulfilment or waiver of the following remaining conditions precedent
("Conditions Precedent") by no later than the long stop date, being 90 days after 10 July 2026
("Signature Date") (or such later date agreed between the parties):
4.2.1.1 the Financial Surveillance Department of the South African Reserve Bank, or an authorised
dealer on its behalf, shall, to the extent required by the regulations made under the Currency
and Exchanges Act of the Republic of South Africa No 9 of 1933, have approved the Acquisition
by the Company and FWT of the Sale Shares and Options from the Sellers in terms of the
Agreements; and
4.2.1.2 the Sellers have delivered to the Company and FWT a certificate, confirming that, as at the date
of fulfilment or waiver of the last of the Condition Precedent set out in 4.2.1.1, no event, change,
effect or circumstance has occurred since the Signature Date that constitutes, or would
reasonably be expected to constitute, a material adverse effect (being any event, change, effect
or circumstance that, individually or in the aggregate, has had or would reasonably be expected
to have a material adverse effect on the business, assets, liabilities, financial condition, or
results of operations of Telescope AI, subject to certain exclusions).
4.2.2 Compliance with the Condition Precedent in paragraph and 4.2.1.1 may be waived by the Buyers.
4.3 Purchase Price
4.3.1 The total aggregate consideration payable by the Buyers for the Sale Shares and Options is an
amount of up to US$10 750 000.00, payable as follows:
4.3.1.1 US$7 000 000.00 on the Closing Date (the "Closing Consideration"); and
4.3.1.2 additional deferred consideration of up to US$3 750 000.00 ("Additional Consideration")
payable in the circumstances set out below.
4.3.2 Payment of the Closing Consideration shall take place on the Closing Date as follows:
4.3.2.1 by paying US$5 000 000.00 in cash by wire transfer of immediately available funds; and
4.3.2.2 by issuing 19 091 533 ordinary shares in the share capital of the Company ("PPE Shares"), to
the value of US$2 000 000.00. The number of PPE Shares to be issued on the Closing Date
was determined by converting the US$2 000 000.00 into Rand, two trading days prior to the
Signature Date and dividing it by the 30-day volume weighted average trading price ("VWAP")
of the PPE Shares on such date.
4.3.3 The Additional Consideration will be paid as follows:
4.3.3.1 an aggregate amount of up to US$2 750 000.00 ("Alignment Pool") of the Additional
Consideration will be payable by the Buyers in five equal annual instalments of US$550 000.00
starting on the first anniversary of the Closing Date, provided that each instalment will be
reduced by an amount as contemplated in the Agreements to the extent that Telescope AI's
operating cash flow exceeds an outflow of greater than US$250 000.00 in each applicable 12-
month period, with reductions greater than the annual installment being carried forward and
applied against future instalments. Each installment of the Alignment Pool shall, at the option
of the Buyers, be settled in PPE shares (the number of which will be determined by converting
the US$ amount of the relevant annual installment into Rand two trading days prior to the
relevant Alignment Pool payment date and dividing it by the 30-day VWAP of the PPE Shares
ending on such date, with any fractional entitlement settled in cash) or cash; and
4.3.3.2 an amount of up to US$1 000 000.00 of the Additional Consideration will be payable by the
Buyers pursuant to a performance-based accelerator ("Performance Accelerator") and
subject to the achievement of certain milestones by Telescope AI (as contemplated in the
Agreement) on or before the five year anniversary of the Closing Date. The Performance
Accelerator shall, at the election of the Buyers, be settled in PPE shares (the number of which
will be determined by converting the US$ amount into Rand two trading days prior to the
relevant Performance Accelerator payment date and dividing it by the 30-day VWAP of the PPE
Shares ending on such date, with any fractional entitlement settled in cash) or cash.
4.4 Other significant terms of the Agreements
The Agreements contain interim period undertakings, warranties and indemnities appropriate for
transactions of this nature.
5. FINANCIAL INFORMATION RELATING TO TELESCOPE AI
In terms of the latest unaudited interim management accounts of Telescope AI, for the six months ended
28 February 2026, the net asset value of Telescope AI amounted to AUD494 716.00 (four hundred and
ninety four thousand seven hundred and sixteen Australian Dollars), while the attributable loss after
taxation of Telescope AI amounted to AUD88 272.00 (eighty eight thousand two hundred and seventy
two Australian Dollars) for the six months ended 28 February 2026.
Shareholders should note that the above financial information has been extracted from the unaudited
management accounts of Telescope AI. The Company is satisfied with the quality of the management
accounts.
6. CATEGORISATION OF THE ACQUISITION
The Acquisition constitutes a category 2 transaction in terms of the Listings Requirements of the JSE
Limited ("Listings Requirements") and accordingly does not require shareholder approval.
7. OTHER
For purposes of paragraph 8.16 of the Listings Requirements, the Company shall ensure that after the
Closing Date the constitutional documents of Telescope AI will comply with Schedule 2 of the Listings
Requirements.
Johannesburg
13 July 2026
Sponsor
Valeo Capital (Pty) Limited
Date: 13-07-2026 03:10:00
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