Wrap Text
Small related party transaction
AFRICAN AND OVERSEAS ENTERPRISES LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
("AOE" or the "Company")
SMALL RELATED PARTY TRANSACTION
1. Introduction and rationale
1.1. Shareholders are advised that Rex Trueform Group Limited ("Rex Trueform"), a 55.70% subsidiary of
AOE, (together with certain subsidiaries of Rex Trueform being, Queenspark Proprietary Limited,
Queenspark Distribution Centre Proprietary Limited, Ombrecorp Trading (RF) Proprietary Limited,
Telemedia Proprietary Limited and Byte Orbit Proprietary Limited) and Geomer Managerial Services
Proprietary Limited ("GMS") have concluded a service level agreement in terms of which GMS will
provide certain transactional and non-transactional advisory services to Rex Trueform and its subsidiaries
(the "Service Agreement").
1.2. GMS is a wholly-owned subsidiary of Geomer Investments Proprietary Limited ("Geomer") which is a
South African based privately held investment holding company which has a diverse investment portfolio.
Geomer is an experienced and established investment holding entity in both the private equity and listed
spaces.
1.3. The previous agreement between the aforementioned parties as announced on SENS on 31 July 2024 is due
to expire on 30 June 2026 and a new agreement has since been agreed upon. The renewal of the
arrangement ensures continuity of support following the expiry of the existing service level agreement.
1.4. The Service Agreement will provide Rex Trueform and its subsidiaries with continued access to
specialised transactional and strategic advisory services. The board believes that the arrangement will
support the group's growth and value-creation strategy, enhance its ability to identify and execute strategic
opportunities and provide access to experienced advisory resources on a cost-effective basis, thereby
contributing to the achievement of the group's long-term strategic objectives.
2. Terms of the Service Agreement
2.1. In terms of the Service Agreement, GMS will provide transactional services such as merger and acquisition
advisory services, corporate finance advisory services, due diligence services and restructuring advice, for
which GMS will charge a success fee, payable in cash, based on a sliding scale as a percentage of the
aggregate consideration payable or received by Rex Trueform or any of its subsidiaries with regard to a
transaction or a series of transactions.
2.2. GMS will, in addition, provide certain non-transactional services such as strategic advisory services, legal
advisory services, capital management advisory services and corporate social investment advisory services,
for which GMS will charge an hourly fee, payable in cash.
2.3. The Service Agreement will commence on 1 July 2026 and continue until the earlier of either 30 June 2028
or the date on which the total fees paid to GMS in terms of the Service Agreement reaches R14 million, at
which stage the Service Agreement will terminate automatically.
2.4. The Service Agreement contains warranties that are normal for a transaction of this nature and is not
subject to the fulfilment of any conditions precedent.
3. JSE categorisation and statement from the independent directors
3.1. GMS is a wholly-owned subsidiary of Geomer, which in turn is a material shareholder of Rex Trueform. In
addition, the Chief Executive Officer of Rex Trueform, Marcel Golding, is a director of and controlling
shareholder in Geomer and the sole director of GMS. GMS is therefore considered to be a related party to
Rex Trueform in terms of paragraphs 9.1(a)(i) and 9.1(a)(ii) of the JSE Listings Requirements. Given the
size of the transaction, the conclusion of the Service Agreement accordingly constitutes a small related
party transaction for Rex Trueform.
3.2. Due to his interest in the transaction, Marcel Golding recused himself from the board of directors of Rex
Trueform (the "Board") in relation to the negotiations and deliberations relating to the Service Agreement
and from the Board decision to approve the conclusion of the Service Agreement. The independent
directors ("Independent Directors"), comprising the remaining members of the Board of Rex Trueform,
considered the terms of the Service Agreement and confirm that:
3.2.1. the terms of the Service Agreement were concluded on an arm's length basis and on normal
commercial terms which are standard for an agreement of this nature; and
3.2.2. the Service Agreement is fair to shareholders of the Company, excluding the related party and its
associates.
3.3. In reaching this conclusion, the Independent Directors took into account the fairness opinion prepared by
Valeo Capital Proprietary Limited which concluded that the terms of the Service Agreement are fair
insofar as the shareholders of Rex Trueform and AOE are concerned.
3.4. As required in terms of paragraph 9.3(a) of the JSE Listings Requirements, the Service Agreement and the
fairness opinion can be inspected at the registered office of Rex Trueform, 11 Byrnes Avenue, Wynberg,
Cape Town and/or through a secure electronic manner at the election of the person requesting the
inspection for a period of 14 days from the date of this announcement. Shareholders who wish to view the
Service Agreement and/or the fairness opinion should send their request to the company secretary at
legal@rextrueform.com, who will facilitate access to the same.
30 June 2026
Sponsor
Java Capital
Date: 30-06-2026 05:15:00
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