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Detailed Cautionary Announcement, Acquisition of New Salt Rock City Proprietary Limited
MANTENGU LIMITED
(formerly Mantengu Mining Limited)
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share code: MTU ISIN: ZAE000320347
("Mantengu" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT
MANTENGU ENTERS BINDING TERM SHEET TO ACQUIRE INDIRECT CONTROLLING STAKE OF KILKEN
PLATINUM PROPRIETARY LIMITED THROUGH THE ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL
OF, AND CLAIMS IN, NEW SALT ROCK CITY PROPRIETARY LIMITED
1. Introduction
1.1 The board of directors of Mantengu ("Board") is pleased to advise shareholders that the
Company ("Purchaser") has entered into a binding term sheet to acquire 100% of the
ordinary shares of New Salt Rock City Proprietary Limited ("NSRC"), which, in turn, owns 60%
of Kilken Platinum Proprietary Limited ("Kilken"). Kilken is the 70% owner of the Kilken Imbani
Joint venture ("Kilken JV").
1.2 The sale shares comprise 100% of the issued share capital of NSRC, all owned by the Lutzkie
Besigheids Trust.
2. The Proposed Transaction
2.1 Nature of the business of Kilken
The Kilken JV is an integrated processing operation that treats the tailings from the Rustenburg
Platinum Mines Limited's Platinum Group Minerals ("PGM") mine in Amandelbult, Northam
("RPM"). RPM is owned 100% by Valterra Platinum Limited (formerly Anglo American Platinum
Limited). The Kilken JV operates through a "Sale of Tailings Agreement" ("STA") which was
entered into with RPM in 2004. In terms of the STA, RPM is obliged to provide the Kilken JV with
all the current PGM rich tailings that arise from the Amandelbult operation. The Kilken JV
acquires the tails, then processes the tails to extract the PGMs to sell the PGM concentrate
back to RPM. The plant currently produces approximately 60 kilograms of PGMs per month.
The life of the operation is expected to exceed 50 years.
2.2 Conditions Precedent
The binding term sheet, which shall be of immediate force and effect and binding on the
parties thereto, is subject to the fulfilment or waiver, if applicable, of conditions precedent
customary for a transaction of this nature, as well as the following:
2.2.1 Director Appointments:
2.2.1.1 Mantengu will appoint Mike Miller ("Miller") and Magen Naidoo ("Naidoo"),
the Company's CEO and CFO, respectively, to the board of directors of Kilken.
The appointments will be made immediately upon the execution of the term
sheet.
2.2.1.2 The appointments of Miller and Naidoo to the board of Kilken will be subject
to a direct mandate from NSRC to protect its indirect, ongoing interests in
Kilken.
2.2.1.3 NSRC has the sole discretion to terminate the appointments of Miller and
Naidoo at any stage during the due diligence period. Such termination will
result in the simultaneous termination of the term sheet entered into by the
parties.
2.2.2 Due diligence
2.2.2.1 Mantengu will be afforded a three-month period of exclusivity, commencing
on the date that Miller and Naidoo are appointed to the board of directors
as reflected at CIPC, within which to complete the due diligence and to
negotiate and execute the definitive agreements. This exclusivity period can
be extended by mutual agreement.
2.2.2.2 The due diligence must be completed by a premier law firm and must,
although not exhaustive, include legal, commercial, financial, compliance
and regulatory elements. The acceptance of the due diligence report is at
the sole discretion of Mantengu.
2.2.2.3 The due diligence report must be accompanied by a formal valuation of
Kilken to be conducted by an independent corporate finance expert.
2.2.2.4 The parties negotiating and executing the definitive agreements to give
effect to the proposed transaction, on terms mutually acceptable to the
parties, each acting reasonably; and
2.2.2.5 The parties obtaining all of the necessary internal and external approvals for
the proposed transaction, including, if applicable, the shareholders of
Mantengu approving the transaction at a general meeting of its shareholders.
2.4 Consideration
2.4.1 The purchase consideration will be payable to NSRC in a combination of cash and
shares issued by Mantengu, for a total consideration to be mutually agreed upon
based upon the completed due diligence.
2.4.2 The consideration of shares issued by the Purchaser will be based on an agreed
valuation of the Purchaser on the date that the definitive agreements are signed.
2.4.3 It is the intention of the Parties for the Seller, post transaction close, to hold less than
35% of the Purchaser to avoid any mandatory offer obligations required in terms of
the Takeover Regulations. The final split of consideration will be determined at the
date of the signing of the definitive agreements to avoid the 35% mandatory offer
limit or as mutually agreed.
2.4.4 Mantengu will be required to submit a financing plan to NSRC during the due
diligence period to underwrite the cash portion of the consideration. NSRC has the
sole discretion to determine whether the financing plan and proof of funds is
acceptable.
2.5 Effective Date
The effective date of the proposed transaction will be the first business day following the
date on which the last of the Conditions Precedent has been fulfilled or waived, as the case
may be.
2.6 Financial information
The last available audited set of annual financial statements of Kilken JV was for the year
ended 31 December 2019. The income statement stated reflected R225 million of revenue,
gross profit of R135 million and a profit after tax of R108 million. The balance sheet had total
assets of R65 million comprising non-current assets of R25 million, current assets of R40 million,
equity of R44 million and current liabilities of R21 million. In July 2020, Mazars Corporate
Finance (Pty) Ltd. completed a valuation report on the Kilken JV and valued the company
at R4.435 billion.
3. Categorisation of the Proposed Transaction
The Proposed Transaction will be classified, in terms of the JSE Listings Requirements, when final
pricing and consideration terms have been agreed between the parties.
4. Applicable Law
The provisions of the term sheet will be governed by and construed in accordance with South
African law.
Cautionary Announcement
As the purchase consideration has still not been determined and any associated regulatory
requirements, as well as a number of conditions precedent are to be completed, the full impact of
the above is still to be determined, which may have a material effect on the price of the company's
securities, shareholders are advised to exercise caution when dealing in their securities until a further
announcement is made.
Johannesburg
11 September 2025
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 11-09-2025 05:28:00
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