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Acquisition of Shares in GoBid Proprietary Limited
WE BUY CARS HOLDINGS LIMITED i
Incorporated in the Republic of South Africa
Registration number 2020/632225/06
JSE Share code: WBC
ISIN: ZAE000332789
("WeBuyCars" or "the Company")
ACQUISITION OF SHARES IN GOBID PROPRIETARY LIMITED
1. INTRODUCTION
Shareholders are advised that the Company, through its wholly-owned subsidiary, We
Buy Cars Proprietary Limited ("Purchaser"), has entered into a series of agreements
("Agreements") in terms of which, inter alia, the Purchaser will acquire a total of 49%
(forty nine percent) of the issued ordinary shares of GoBid Proprietary Limited ("GoBid")
for an aggregate purchase consideration of R376 775 301, with call and put options
granted to acquire further GoBid shares over time ("Acquisition").
2. DESCRIPTION OF GOBID
2.1. GoBid is a digital auction platform that focuses on the buying and selling of accident-
damaged, uneconomic-to-repair and second-hand vehicles, via various sales platforms,
primarily on behalf of third party suppliers.
3. RATIONALE FOR THE ACQUISITION
3.1. For several years, WeBuyCars has successfully operated South Africa's largest online
vehicle auction platform. The Company currently utilises GoBid primarily for the
disposal of non-running, written-off, salvage vehicles, as well as vehicles that do not
meet WeBuyCars' quality standards.
3.2. The proposed Acquisition supports GoBid's growth objectives by increasing the volume
of WeBuyCars vehicles routed through the platform, thereby enhancing value for the
Company as a significant shareholder in GoBid. This is fully aligned with WeBuyCars'
strategic objective of servicing the entire South African vehicle market by acquiring
vehicles across all categories and in any condition.
4. PARTICULARS OF THE ACQUISITION
4.1. The Acquisition includes two separate acquisitions from the existing shareholders
("Shareholders") of GoBid, on the basis set out below:
4.2. Taximart Acquisition
4.2.1. The Purchaser concluded a sale of shares agreement with Taximart Proprietary
Limited ("Taximart") on 13 December 2025, in terms of which, inter alia, the
Purchaser acquired all the ordinary shares held by Taximart in GoBid (constituting
40% of the issued shares of GoBid) for a purchase consideration of R314 819 970
("40% Acquisition Agreement"). The beneficial owner of Taximart is SA Taxi
Holdings Proprietary Limited.
4.2.2. The 40% Acquisition Agreement contains representations and warranties by Taximart
in favour of the Purchaser which are standard for a transaction of this nature.
4.2.3. There are no outstanding suspensive conditions under the 40% Acquisition
Agreement and, accordingly, the effective date of the 40% Acquisition Agreement is
22 December 2025.
4.3. Fledge and Management Shareholder Acquisition
4.3.1. The Purchaser concluded a share sale, repurchase and option agreement with GoBid,
Fledge Capital Investments Proprietary Limited ("Fledge"), Aldusign Corporates
Proprietary Limited ("Aldusign"), Miley Investments Proprietary Limited ("Miley"),
Palamo Alternative Investment Fund No.1 LLP (represented by its General Partner,
Palamo Fund Managers Proprietary Limited) ("Palamo") on 18 December 2025, in
terms of which, inter alia, the Purchaser will acquire an effective 9% of the issued
ordinary shares of GoBid from Fledge, Aldusign and Palamo for a purchase
consideration of R61 955 331, and contemporaneously, GoBid will repurchase a
portion of the issued ordinary shares from Miley and Palamo ("9% Acquisition
Agreement"). The beneficial owners of Fledge are Fledge Capital Proprietary Limited
(49%) and the ARC Fund (51%), Miley's beneficial owners are Johannes van Wyk
and his immediate family members and Aldusign's are Ludewikus Bester and his
immediate family members. Palamo Alternative Investment Fund No 1 LLP is a private
equity fund majority owned by Lufuno Makhari and Albertinah Kekana.
4.3.2. The 9% Acquisition Agreement contains representations and warranties by Fledge,
Miley, Aldusign and Palamo in favour of the Purchaser which are standard for a
transaction of this nature.
4.3.3. There are no outstanding suspensive conditions under the 9% Acquisition Agreement
and, accordingly, the effective date of the 9% Acquisition Agreement is
23 December 2025.
4.3.4. The selling parties under the 9% Acquisition Agreement have granted the Purchaser
a call option to acquire further issued shares in GoBid for a fixed purchase
consideration of R15 740 999, such that if exercised, the Purchaser will hold a
maximum of 51% of the issued shares of GoBid. The call option is exercisable in the
Purchaser's sole discretion, by no later than the first anniversary of the effective date,
but not before the 6 month anniversary of the effective date. The call option is subject
to the parties obtaining all necessary approvals and consents for the implementation
thereof.
4.4. Put and Call Arrangements
4.4.1. GoBid, the Purchaser and all the remaining shareholders of GoBid have also
concluded a call and put option agreement in terms of which, inter alia, GoBid is
entitled to acquire or may be required to acquire the remaining shares of GoBid
following the approval of the audited consolidated financial statements of GoBid for
the financial year ending on 30 September 2028 ("Put / Call Agreement").
4.4.2. The purchase consideration payable for the shares in terms of the Put / Call
Agreement shall be calculated with reference to the sustainable consolidated profit
after tax of GoBid for the financial year ending on 30 September 2028, based on a
price earnings multiple of 8x. The maximum consideration payable by GoBid in terms
of the Put / Call Agreement is R1 058 400 000. The implementation of the Put / Call
Agreement is subject to the parties obtaining all necessary approvals and consents
for the implementation thereof at the time.
4.4.3. The Put / Call Agreement contains representations, warranties and indemnities by the
remaining shareholders in favour of GoBid and the Purchaser which are standard for
a transaction of this nature.
5. FINANCIAL INFORMATION
The value of the net assets comprising the shares being acquired in GoBid (being 49% of
the issued shares of GoBid) ("Assets") as at 30 June 2025, being the date of the last
audited annual financial statements of GoBid was R13 752 511.
The audited profits after tax attributable to the Assets (being 49% of the profits after tax)
for the year ended 30 June 2025, were R48 206 808, based on the audited annual
financial statements of GoBid for the year ended 30 June 2025, which were prepared in
terms of IFRS.
6. CLASSIFICATION OF THE ACQUISITION
The Acquisition constitutes a category 2 transaction in terms of the JSE Limited Listings
Requirements.
7. OTHER
The Company confirms, for purposes of paragraph 9.16 of the JSE Limited Listings
Requirements, that nothing in the constitutional documents of GoBid will, in any way,
frustrate or relieve the Company from compliance with the JSE Limited Listings
Requirements.
Centurion
19 December 2025
Transaction Adviser and Transaction Sponsor
PSG Capital
Joint Sponsors to WeBuyCars
PSG Capital Pallidus Exchange Services
Date: 19-12-2025 04:45:00
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