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Category 1 Transaction: Revised Pro Forma Financial Effects
Araxi Limited
(Previously Capital Appreciation Limited)
Incorporated in the Republic of South Africa
(Registration number 2014/253277/06)
Share code: AXX
ISIN: ZAE000208245
("Araxi" or "the Company")
CATEGORY 1 TRANSACTION: REVISED PRO FORMA FINANCIAL EFFECTS
Unless otherwise defined in this announcement, words and expressions contained
herein shall have the same meanings as assigned to them in the Circular released on
Thursday, 9 April 2026, referred to below.
Shareholders are referred to the announcement released on SENS on 9 April 2026,
regarding the distribution of the Circular, detailing the full details of the Proposed
Acquisition by Araxi of 80% of the shares in the Pay@ Group (the "Circular"), via its
wholly-owned subsidiary, African Resonance ("the Proposed Acquisition").
The Company has revised the pro forma financial effects included in the Circular to
appropriately reflect the treatment of the 20% non-controlling shareholders' remaining
interest ("NCI") resulting from the Proposed Acquisition. These revisions relate only to
the Statement of Comprehensive Income.
The NCI in Pay@ and its Mauritian affiliate (IPHL) was previously not appropriately
attributed between Shareholders of the Company and NCI for the six-month period
ended 30 September 2025 (prepared on the assumption that the transaction was
effective on 1 April 2025).
Given the circumstances described above, revised pro forma metrics for Araxi
are set out below. These should be read in conjunction with paragraph 7.2 of the
Circular.
Metric (Cents) Pre the Post the Post the Proposed
Acquisition Proposed Acquisition (post
Acquisition (pre transaction costs)
transaction costs)
Basic earnings per share 7.81 7.80 5.58
("EPS")
Diluted earnings per share 7.37 7.36 5.26
("DEPS")
Headline earning per 7.82 7.87 5.65
share ("HEPS")
Diluted headline earnings 7.37 7.43 5.33
per share ("DHEPS")
The auditors have issued a new assurance opinion on the revised pro forma
information relevant to the Proposed Acquisition and accordingly retracted the
assurance opinion previously issued. The revised pro forma financial information of
Araxi showing the effects of the Proposed Acquisition (Annexure 1) and the
independent auditors' assurance report on the compilation of the pro forma financial
information showing the effects of the Proposed Acquisition (Annexure 2) are available
on the Araxi website. The revised annexures should be read in conjunction with the
Circular which is available on the Company's website at
https://araxigroup.com/investors/shareholder-circulars/.
The revised pro forma financial effects, reflect performance which is historical in
nature, and has no relevance to the expected prospects of the Pay@ Group nor the
transaction rationale.
Other than as set out above, there are no other material changes since the Circular
was issued.
17 April 2026
Johannesburg
Transaction Advisor and Transaction Sponsor: PSG Capital
Legal advisors to Araxi: Werksmans
Date: 17-04-2026 09:21:00
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