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LABAT:  5   +1 (+25.00%)  27/11/2025 19:14

LABAT AFRICA LIMITED - Withdrawal of Offer by All Trading and Acceptance of Revised Offer for Specific Labat Healthcare Assets from 64P

Release Date: 27/11/2025 17:30
Code(s): LAB     PDF:  
Wrap Text
Withdrawal of Offer by All Trading and Acceptance of Revised Offer for Specific Labat Healthcare Assets from 64P

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


WITHDRAWAL OF OFFER BY ALL TRADING (PTY) LTD AND ACCEPTANCE OF REVISED OFFER FOR
SPECIFIC LABAT HEALTHCARE ASSETS FROM 64P INVESTMENTS (PTY) LTD


Shareholders are referred to the previous announcement published on 14 November 2025 regarding
the proposed disposal of the Labat Healthcare Segment.

The Company hereby provides the following update:

Withdrawal of Offer by All Trading (Pty) Ltd
All Trading (Pty) Ltd ("All Trading") has notified the Company that it will not be proceeding with the
proposed acquisition of the Labat Healthcare Segment. The decision follows their final internal review
process, during which All Trading identified operational integration constraints and timing
misalignment with its current strategic focus areas, resulting in the offer being withdrawn.

The Board has noted and accepted the withdrawal.

Acceptance of Improved Offer from 64P Investments (Pty) Ltd
Following the withdrawal by All Trading, the Board has accepted an improved offer from 64P
Investments (Pty) Ltd ("64P Investments") for the purchase of some of the subsidiaries in the
Healthcare segment ("Sale Agreement").

The offer reflects a total consideration of R10 000 000, consistent with:
   • The independent valuation range of R15 million to R18 million for the entire healthcare assets.
   • NAV of disposal segment R5 285 864, and
   • Loss attributable to the disposal of R (322 978)

This offer represents fair value to shareholders.

The purchaser, 64P Investments, is wholly owned by 64P Family Trust with the beneficial owner being
Mr Hymie Pedro who is not a related party, nor are any of the trustees of the trust, and therefore the
transaction qualifies as a Category 2 transaction in terms of Section 9 of the JSE Listings Requirements.
Accordingly, no shareholder approval is required.

Shares in issue                          1 248 875 595
Treasury shares                          2 810 023
Shares in issue (less treasury shares)   1 246 065 572
Share price                              R0.04
Market capitalisation                    R49 842 623
Disposal value                           R10 000 000
Transaction % of market cap              20.06%
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.

Business of Labat Healthcare
The disposal in the Healthcare Segment comprises the following subsidiaries and operations:

   •   Sweetwaters (Cultivation and Extraction) – cannabis cultivation facility located in Kenton-on-
       Sea, Eastern Cape
   •   Biodata (Research and Development) – responsible for Phase 1 & 2 observational medical
       cannabis studies
   •   ACE (Genetics) – propagation, genetics development and research relating to cannabis
       strains.
   •   THC (Consulting) – cannabis and hemp strategy consulting
   •   Echo Life (Pty)Ltd – CBD Products Brand
   •   Labat Chem (Dormant) – dormant entity holding an active bank account.

The Disposal is aligned with Labat's full exit from cannabis-related activities, reduces operational
complexity, strengthens the balance sheet, and enables the business to redeploy capital into its
strategic focus areas of ICT, logistics, and digital platform development.

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 26 November 2025 for a
consideration of R10 000 000. Shares in the various subsidiaries comprising the Labat Healthcare
Segment 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.

In accordance with paragraphs 9.15(a)(v) and 9.15(h) of the JSE Listings Requirements, shareholders
are advised that the Disposal is subject to the fulfilment of the following conditions precedent:
    • the conclusion of all required regulatory filings under the Companies Act, 71 of 2008;
    • receipt of all internal corporate approvals from both the Company and the Purchaser;

The proceeds of R10 000 000 from the Disposal will be applied towards strengthening the Company's
balance sheet, reducing interest-bearing obligations and creditor exposures, and supporting working
capital requirements to fund the Group's strategic transition towards ICT, logistics, and digital
platform operations.

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 the disposal cannabis-related assets amounts to R5 285 864 with a loss attributable
to these assets of R (322 974) 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

27 November 2025
JSE Sponsor
Vunani Sponsors

Date: 27-11-2025 05:30:00
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