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Acceptance Of Offer For The Disposal Of Cannafrica From Africa Ntsha Trading Solution (Pty) Ltd
LABAT AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/001616/06)
("Labat Africa" or "the Company")
ISIN Code: ZAE000018354 Share Code: LAB
FSE Code: LEI 9845000R73DF5EE41J88
ACCEPTANCE OF OFFER FOR THE DISPOSAL OF CANNAFRICA FROM AFRICA NTSHA TRADING
SOLUTION (PTY) LTD AND LABAT'S EXIT FROM THE HEALTHCARE SEGMENT
Shareholders are advised that Labat Africa Limited ("Labat" or "the Company") has entered a sale
transaction with Africa Ntsha Trading Solution (Pty) Ltd ("the Purchaser") for the disposal of 100% of
the issued share capital and shareholder loan claims (if any) of CannAfrica (Pty) Ltd ("CannAfrica").
This disposal forms part of the Company's broader strategic repositioning and completes Labat's exit
from the cannabis and healthcare sector, enabling the Group to focus 100% on its ICT, micro-
electronics, digital logistics, and AI-driven technology operations.
The transaction constitutes a Category 2 transaction in terms of the JSE Listings Requirements and
therefore does not require shareholder approval.
Details of the Transaction
The offer reflects a total consideration of R8 000 000, consistent with:
• The independent valuation range of R15 million to R18 million for the entire healthcare assets.
• NAV of disposal segment R3 079 876, and
• Loss attributable to the disposal of R16 616 973
This offer represents fair value to shareholders.
The purchaser, Africa Ntsha Trading Solution, is wholly owned by Mr Khan Humza who is not a related
party, and therefore the transaction qualifies as a Category 2 transaction in terms of Section 9 of the
JSE Listings Requirements. The Company has considered this disposal in aggregate with prior related
disposals. The aggregated percentage ratio is below the 40% threshold applicable to VCM issuers.
Accordingly, no shareholder approval is required.
Africa Ntsha Trading Solution is a diversified retail conglomerate with investments across multiple
consumer-facing market segments. The company specialises in acquiring, developing and
operating retail spaces that serve both established and emerging markets, with a strategic focus on
building sustainable retail ecosystems.
Shares in issue 1 293 256 224
Treasury shares 2 810 023
Share price R0.04
Market capitalisation R51 617 848
Disposal value R8 000 000
Transaction % of market cap 15.50%
Aggregate % 36%
The Disposal remains subject to the fulfilment of certain suspensive conditions, including regulatory
approvals in terms of the JSE Listings Requirements and the Companies Act, 71 of 2008.
Application of Sale Proceeds
The Company confirms that the sale proceeds of R8 000 000 will be applied towards strengthening
the Group's working capital position and supporting the execution of Labat's ICT-focused turnaround
strategy. This includes funding operational requirements within the Group's digital logistics, and AI-
driven technology segments, as Labat fully exits the cannabis and healthcare sector.
Rationale
The regulatory and operational risks associated with medicinal cannabis and retail have proven
challenging, and the newly appointed board members do not wish to pursue cannabis investments.
Accordingly, Labat Healthcare has been deemed non-core and held for sale during FY2025. Labat
is pivoting towards technology and ICT, and the Disposal supports this strategy by divesting of non-
core assets. Recent acquisitions such as Classic International and Ahnamu provide a solid foothold
in IT hardware and software distribution across Africa.
Terms of the Disposal
The Sale Agreement was signed between Labat and the Purchaser on 2 December 2025 for a
consideration of R8 000 000. Shares in CannAfrica will transfer upon fulfilment of all condition's
precedent. The closing date of the Disposal will be the first day after all the conditions precedent
has been met, with an Effective Date of 1 June 2025.
Category Classification
In terms of Section 9.5 of the JSE Listings Requirements, the Disposal constitutes a Category 2
transaction, based on the relevant percentage ratios. Accordingly, no shareholder approval is
required, and the Company is releasing this SENS announcement to ensure full transparency and
compliance.
Financial Information
The total NAV of CannAfrica amounts to R3 079 876 with a R16 616 973 profit attributable for the
reporting period ended 31 May 2025. Even though it is not required the company engaged an expert
to conduct an independent valuation and disposal price represents a substantial premium to the
independent valuation.
Opinions and Recommendations
The Board considers the Disposal beneficial to shareholders, as it exits an industry that is highly
regulated and remains uncertain, it reduces liabilities and more importantly, enables focus on the
core ICT strategy.
Responsibility Statement
The Board of Directors of Labat Africa Limited accepts full responsibility for the accuracy of the
information contained in this announcement and certifies that, to the best of its knowledge and
belief, the information contained herein is true and does not omit anything likely to affect the
importance of such information.
By order of the Board
JOHANNESBURG
4 December 2025
JSE Sponsor
Vunani Sponsors
Date: 04-12-2025 05:12:00
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