Sharenet Sites 
Sharenet Sites
Finalisation of Disposal, Development Management and Loan Agreement, Partial Withdrawal and Renewal of Cautionary
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“the Company”)
ISIN Code: ZAE000187407 Share code: VIS
FINALISATION OF DISPOSAL OF ERF 25312 KUILS RIVER AND A PROPERTY DEVELOPMENT AGREEMENT,
PARTIAL WITHDRAWAL OF CAUTIONARY AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are referred to the detailed cautionary announcement published on SENS on 28 December
2018 and renewal of cautionary announcement published on SENS on 11 February 2019, wherein
shareholders were advised that Visual International Proprietary Limited (“Visual” or “the Seller”), a wholly
owned subsidiary of the Company, was in advanced negotiations regarding a disposal of land contract
(“Disposal” or “Disposal Agreement”) and a property development management contract (“Development
Management Agreement”) with Makoro Property Developers Proprietary Limited (“Makoro” or “the
Purchaser”) in respect of the property described as Erf 25312 Kuils River, situated in the registration division of
Stellenbosch in extent of 2.77179 hectares (“Stellendale Junction”). In terms of the same negotiations,
Makoro concluded a loan agreement with the Company, Visual and My Place Trust in terms of which it lent
the Company an amount of R2 000 000, which amount incurs interest at 3% above the prime rate charged
by ABSA Bank and will be repayable on or before 31 January 2020 (“Loan Agreement”).
Shareholders are advised that agreement to extend the closing date of the contracts has been received
by the Company. The terms of the contracts as previously published have not been varied and the majority
of the conditions precedent have been met other than the approval of the Disposal and the Development
Management contract, to the extent necessary, by the shareholders of the Company.
Shareholders are further advised that the following resolutive conditions have not yet been met:
- Transfer of the Property within 9 (nine) months from the date of Signature of the Development
Management Agreement; and
- Approval of the Site Development Plan by the City of Cape Town within 9 (nine) months of the date of
Transfer.
Classification of the transaction,
The Disposal of Stellendale Junction is classified as a Category 1 transaction in terms of the JSE Listings
Requirements, and therefore shareholder approval is required. Accordingly, a circular will be posted to
shareholders within 60 days of this announcement in accordance with the JSE Listings Requirements. The
shareholder approval will either be by way of Section 60 of the Companies Act, 71 of 2008 or by way of a
General Meeting, the notice of which will be enclosed with the circular.
Partial Withdrawal of Cautionary Announcement and Renewal of Cautionary Announcement
Shareholders are referred to the detailed cautionary announcement and are advised that, following
publication of this announcement, caution, as it relates to the Stellendale Junction transaction, is no longer
required to be exercised by shareholders when dealing in the Company’s securities. However, the Company
remains under cautionary in relation to a potential specific issue of shares for cash.
Johannesburg
05 March 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 05/03/2019 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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