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Disposal of Sublime Technologies Proprietary Limited
MANTENGU LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
(“Mantengu” or “the Company”)
DISPOSAL OF SUBLIME TECHNOLOGIES PROPRIETARY LIMITED
INTRODUCTION
Shareholders are referred to the announcement released on SENS on 26 August 2026 (the “Previous
Announcement”), in which the board of directors of Mantengu (the “Board”) advised that it had
taken the decision to dispose of Sublime Technologies Proprietary Limited (“Sublime”) and invited
interested parties to approach the Company.
Following the Previous Announcement, the Board is pleased to advise shareholders that Mantengu
has, on 27 October 2026, entered into a sale of shares and claims agreement (the “Agreement”)
with the trustees of The Kudakwashe Family Trust, The Omolemo Family Trust, The Ponatshego Family
Trust and The Mokgethoa Family Trust, in equal portions, (the “Purchasers”) all represented by Dr
Timothy Tebeila as founder and trustee, in terms of which Mantengu will dispose of 100% of the issued
share capital of Sublime (the “Sale Shares”), together with all claims of Mantengu against Sublime
on loan account (the “Sale Claims”), to the Purchaser for an aggregate cash consideration of
R1 001.00 (the “Disposal”).
The Purchasers are not related parties to Mantengu in terms of the JSE Listings Requirements.
NATURE OF THE BUSINESS OF SUBLIME
Sublime is a wholly-owned subsidiary of Mantengu which formerly produced silicon carbide using
open arc furnaces at its plant in Kriel, Mpumalanga. As set out in the Previous Announcement,
Sublime’s negotiated pricing agreement with Eskom expired on 31 March 2025 and, despite an
application for a new tariff agreement having been submitted on 13 June 2024, no approval has
been received from Eskom. Sublime has not generated any income since June 2025, and the
consultation process with Sublime’s employees and trade union in terms of Section 189 of the Labour
Relations Act 66 of 1995 was concluded at the end of August 2026 (the “Section 189 Process”).
RATIONALE FOR THE DISPOSAL
As previously announced on 10 July 2026, 13 July 2026 and 17 July 2026, the disposal is part of an
ongoing restructure of the Group’s operations to focus on the core business under the direction of its
Chief Executive Officer, supported by the Board, following a comprehensive review of the Group’s
investment portfolio.
Given the energy-intensive nature of Sublime’s operations, it is not viable for Sublime to operate the
open arc furnaces at current Eskom tariffs and energy costs. Mantengu has continued to fund
Sublime since June 2025 without Sublime generating any production income, which the Board
considered to be unsustainable.
The Disposal will allow Mantengu to exit a non-income-generating operation where it has had to
cover costs of approximately R4 million to R5 million per month up until August 2026 and, following
the conclusion of the Section 189 Process, these costs reduced to approximately R1.2 million per
month from September 2026 referred to above.
SALIENT TERMS OF THE DISPOSAL
Purchase Consideration
The aggregate purchase consideration payable by the Purchaser for the Sale Shares and the Sale
Claims is R1 001 (one thousand and one Rand) (the “Purchase Consideration”), which will be settled
on the closing date in cash, which cash will be applied to incidental costs.
Closing date
The Disposal will be implemented two business days after the date on which the last of the Conditions
Precedent is fulfilled or waived, as the case may be.
Conditions Precedent
The Disposal is subject to the fulfilment or waiver (to the extent legally permissible) of, inter alia, the
following conditions precedent (the “Conditions Precedent”) by no later than 30 November 2026, or
such later date as the parties may agree in writing:
(a) board resolutions by the Purchasers and Mantengu;
(b) the delivery to the Purchaser of the latest audited financial statements for the Company and
a tax clearance certificate issued by SARS.
The Purchasers have already conducted a satisfactory due diligence.
Resolutive Condition
Sublime is currently indebted to an external party for approximately R112 million for which Mantengu
currently stands as guarantor (the “Debt”). The Disposal is subject to the resolutive condition that, by
no later than 30 November 2026 (or such later date as the Parties may agree in writing before that
date) (the “Restructuring Date”), the Debt has been restructured, settled, novated or otherwise dealt
with in a manner such that each and every obligation and liability of Mantengu to the debt provider,
has been fully and finally extinguished, without recourse to Mantengu.
If the Resolutive Condition is not fulfilled (or, where applicable, waived by the Seller) by the
Restructuring Date, then, with effect from that date and without the need for notice by either Party:
the Agreement will terminate and the Seller and Purchasers shall be restored, as nearly as possible,
to the positions they would have occupied had the Agreement never been concluded. Details will
be announced on SENS if the Resolutive Condition is not met or is waived by the Seller.
Other material terms
The Agreement contains warranties and indemnities which are normal for a transaction of this nature.
FINANCIAL INFORMATION
As at 28 February 2026, Sublime had net assets of R176 million and the loss after tax attributable to
Sublime for the year ended 28 February 2026 was R166 million.
This information has been extracted from the audited annual financial statements of Sublime, which
were consolidated into the group audited annual financial statements of Mantengu for the year
ended 28 February 2026, which were prepared in accordance with IFRS.
Subsequent to year end, Sublime continued to incur substantial losses because it still comprised a full
staff complement and incurred overheads without any production. The Group will be writing down
the fair value of Sublime recorded at group level from R33 million to nil in the results for the six months
ended 31 August 2026.
The disposal of Sublime will reduce the Group’s debt by approximately R135 million (inclusive of the
R112 million above) while simultaneously removing all of the non-productive assets in Sublime from
the Group’s balance sheet.
CATEGORISATION
The Disposal falls below a Category 2 transaction in terms of the JSE Listings Requirements and
accordingly does not require the approval of Mantengu shareholders. However, the Disposal is
considered price sensitive due to the positive impact of the reduction of monthly costs going forward
and the reduction in group debt, whilst the associated asset was not generating income.
By Order of the Board
29 October 2026
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 29/10/2026 10:15:00
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