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Notice to affected persons: Order of the Constitutional Court and application for leave to appeal by RGS Group Holdings Limited
TONGAAT HULETT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1892/000610/06
Share code: TON
ISIN: ZAE000096541
(“THL” or the “Company”)
NOTICE TO AFFECTED PERSONS: ORDER OF THE CONSTITUTIONAL COURT AND
APPLICATION FOR LEAVE TO APPEAL BY RGS GROUP HOLDINGS LIMITED
Shareholders and Affected Persons are advised that a notice has been issued in accordance
with section 128 of the Companies Act 71 of 2008, as amended (the “Act”), read together with
sections 144(3)(a), 145(1)(a) and 146(a) of the Act, to all known Affected Persons (the
“Notice”), regarding two separate and unrelated developments in the business rescue of THL,
being (a) the order handed down by the Constitutional Court of South Africa on 24 August
2026 in case number CCT 31/26; and (b) the application for leave to appeal filed by RGS
Group Holdings Limited (“RGS”) on 20 August 2026 against the judgment of the KwaZulu-
Natal High Court dated 24 July 2026.
THE ORDER OF THE CONSTITUTIONAL COURT (CASE NUMBER CCT 31/26)
The Constitutional Court has delivered judgment in respect of the application for condonation,
leave to appeal and leave to file a replying affidavit in case number CCT 31/26, in the matter
between THL, Tongaat Hulett Sugar South Africa (Proprietary) Limited (in business rescue)
and the Joint Business Rescue Practitioners (“BRPs”), as applicants, and the South African
Sugar Association and the other respondents named therein.
The Constitutional Court found that the delay in bringing the application for leave to appeal
was minimal, that the explanation for the delay was adequate and that there was no prejudice
to the respondents, and accordingly granted condonation. The Constitutional Court further
found that a case had been made out for leave to file a replying affidavit, and granted such
leave. The Constitutional Court concluded, however, that there are no reasonable prospects
of success on the merits of the application for leave to appeal, and accordingly refused the
applicants’ application for leave to appeal, with costs.
The BRPs are currently engaging with their Counsel and relevant stakeholders to consider the
implications and impact of the judgment on the business rescue process, if any. The full
judgment will be published and made available on the Company’s website under the
“Business Rescue” tab at https://www.tongaat.com/business-rescue/.
APPLICATION FOR LEAVE TO APPEAL BY RGS GROUP HOLDINGS LIMITED
Shareholders and Affected Persons are referred to the judgment handed down on 24 July
2026 by the KwaZulu-Natal High Court (Singh J) in the counter-application instituted by RGS
against, among others, the BRPs and Vision Investments 155 (Proprietary) Limited (“Vision”),
in which RGS sought, among other relief, to set aside the business rescue plan of THL
approved and adopted by creditors on 11 January 2024 (the “Vision Plan”). The Court upheld
the point in limine of lis pendens, dismissed the relief sought by RGS in paragraphs 4, 5, 7, 8
and 9 of its notice of counter-application, and directed RGS to pay the costs of the BRPs and
Vision on scale C, including the costs of two counsel where so employed.
On 20 August 2026, RGS filed an application for leave to appeal to a Full Bench of the Durban
High Court (KwaZulu-Natal Division), against the whole of the judgment and order of 24 July
2026, save for the dismissal of the relief sought in paragraph 7 of the notice of counter-
application (execution relief), which RGS does not appeal.
The application for leave to appeal will be opposed. No date for the hearing of the application
for leave to appeal has yet been allocated by the Registrar.
Pending determination of the application for leave to appeal, and of any further appeal should
leave be granted, the order of 24 July 2026 will remain in effect and the Vision Plan remains
the adopted business rescue plan of THL.
The BRPs will continue to assess the position of THL and the implementation of the adopted
business rescue plan in light of the above and any further advice received in this regard.
The BRPs remain committed to progressing the business rescue process and to working with
all stakeholders to achieve the objectives of the business rescue proceedings and the best
possible outcome for employees, growers, creditors and the broader sugar industry.
Shareholders and Affected Persons are reminded that all notices and documents regarding
the business rescue proceedings of the Company that have been and/or will be circulated to
all known Affected Persons are and will be published and made available on the Company’s
website under the “Business Rescue” tab at https://www.tongaat.com/business-rescue/.
27 August 2026
Sponsor: PSG Capital
Date: 27/08/2026 07:51:00
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