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Disposal of the Hulamin Extrusions business and withdrawal of cautionary announcement
HULAMIN LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1940/013924/06
JSE Code: HLM
ISIN: ZAE000096210
("Hulamin" or "the Company" or "the Group")
DISPOSAL OF THE HULAMIN EXTRUSIONS BUSINESS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Hulamin, through its wholly owned subsidiary Hulamin Operations Proprietary Limited ("the Seller"),
has entered into a series of inter-conditional agreements with Norsaf ERS Proprietary Limited ("Norsaf"
or "the Purchaser") in terms of which the Seller will dispose of its interest in Hulamin Extrusions
Proprietary Limited ("Hulamin Extrusions") ("the Sale Shares") while allowing Hulamin Extrusions to
continue to occupy the Company's premises for a limited period of time ("the Proposed Transaction").
Immediately prior to the implementation of the Proposed Transaction:
- Hulamin Extrusions shall cede and assign to the Seller its rights to amounts owed by trade
debtors ("the Trade Debtors") and will transfer ownership of stock on hand to the Seller at its
book value, which Stock will be held on consignment and drawn down (also at its book value)
in accordance with a Consignment Stock Agreement ("the Consignment Stock");
- the Seller will assume responsibility for the settlement of all trade creditors of Hulamin
Extrusions ("the Trade Creditors);
- Hulamin Extrusions will transfer all cash in any bank accounts of Hulamin Extrusions ("the
Cash") to the Seller; and
- any amount owed on loan account by the Seller to Hulamin Extrusions ("the Loan Account")
after the aforementioned adjustments will be written off ("the Loan Account Waiver").
The beneficial owner of Norsaf has indicated that he does not wish to publicly disclose his identity.
Based on the information made available to Hulamin, the Company is satisfied that the Purchaser and
the ultimate beneficial owner are not related parties to Hulamin.
2. Rationale for the Transaction
During the Group's strategic review, Hulamin Extrusions was identified as a non-core asset and
earmarked for disposal to enable the redirection of resources and management attention to the Group's
core Rolled Products activities. The Proposed Transaction is intended to support improved cost
efficiency, liquidity, capital allocation discipline and strategic execution.
3. Nature of the businesses of Hulamin Extrusions
Hulamin Extrusions is a manufacturer and supplier of standard and custom aluminium extrusions for
use largely in the automotive, transport and other engineering and architectural related markets.
4. Purchase Consideration
Sale shares
The Seller will dispose of Sale Shares for a consideration of R10,000,000, payable in cash on the first
day of the month following the date on which the last of the Conditions Precedent (defined below) have
been fulfilled or waived ("Closing Date"), and being the date on which the transfer of the Sale Shares
occurs (the "Purchase Consideration"). The Purchaser has provided the Seller with an irrevocable
and unconditional bank guarantee in favour of the Seller in an amount equal to the Purchase
Consideration.
Consignment stock
All of the Consignment Stock will be deemed to have been drawn by Hulamin Extrusions by 30 October
2026 and the final amount due in respect thereof will be payable by not later than 60 days from that
date. As at 31 March 2026, Hulamin Extrusions' unaudited management accounts reflected a stock
balance of approximately R106 million. The Company expects this amount to reduce considerably by
the Closing Date. Accordingly, the amount to be paid in respect of the Consignment Stock and any
Loan Account Waiver in favour of the Seller shall not, in aggregate, exceed R100,000,000.
Lease and Shared Services
Following implementation of the Proposed Transaction, Hulamin Extrusions will continue to occupy the
premises from which it operates ("Extrusions Premises") for a limited period of time. Its continued
occupation of the Extrusions Premises will be governed in terms of a Lease and Shared Services
Agreement ("the LSSA"), which endure for a period of 12 months from the Closing Date, with an option
to renew for a further 12 months.
In terms of the LSSA, Hulamin Extrusions will pay rental to the Seller of R150,000 per month and a
"shared services fee" of R280,708 per month, both exclusive of value added tax. Both amounts are
subject to a 5% escalation upon renewal after the initial 12-month period.
5. Conditions precedent
The implementation of the Proposed Transaction remains subject to the fulfilment of the condition
precedent, that by 31 July 2026, the Proposed Transaction be approved by the Competition Authorities
in terms of the Competition Act unconditionally or on conditions which are acceptable to the Purchaser
and the Seller ("Condition Precedent").
The Condition Precedent may not be waived, but the date/s for fulfilment may be extended, by the
Purchaser and the Seller by agreement in writing before the date for fulfilment of the condition.
6. Effective date of the Transaction
The effective date of the Transaction will be on the Closing Date, being the first day of the month
following the month in which the last of the outstanding Conditions Precedent is fulfilled or waived.
7. Financial information
The net asset value of Hulamin Extrusions at 31 December 2025 was R44,924,644 and it incurred a
loss after tax for the year ended 31 December 2025 of R35,673,186. The balances for Trade Debtors,
Trade Creditors, Stock, Cash and Loan Account at 31 December 2025 were R37,797,246,
(R13,087,378), R61,933,359, (Rnil), and (R76,088,068), respectively. This information has been
extracted from Hulamin's audited annual financial statements for the year ended 31 December 2025,
which were prepared in accordance with International Financial Reporting Standards.
8. Application of sale proceeds
The Purchase Consideration, the proceeds from the disposal of the Consignment Stock, the amounts
collected from the Trade Debtors and the Cash will be applied by the Company to pay the Trade
Creditors and to reduce the debt and fund the working capital requirements of the Group.
9. JSE Classification of the Transaction
When taking into account all of its elements, including the various aspects of the Lease and Shared
Services Agreement, the Proposed Transaction constitutes a category 2 transaction in terms of the JSE
Listings Requirements and accordingly is not subject to approval by the shareholders of the Company.
10. Withdrawal of Cautionary Announcement
Shareholders are referred to the most recent renewal of cautionary announcement published on SENS
on 16 March 2026. As the detailed terms of the Proposed Transaction have now been disclosed, the
cautionary announcement is hereby withdrawn, and caution is no longer required to be exercised when
dealing in the Company's securities.
Pietermaritzburg
24 April 2026
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 24-04-2026 02:00:00
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