Joint Announcement Regarding a Small Related Party Transaction and Withdrawal of Cautionary Announcement
METTLE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE ISIN: ZAE000257622
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: TDH ISIN: ZAE000152658
JOINT ANNOUNCEMENT REGARDING A SMALL RELATED PARTY TRANSACTION AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Mettle and Tradehold are advised that Tradegro S.àr.l (“Tradegro”) a wholly-owned
subsidiary of Tradehold, has concluded an agreement (“the Agreement”) with Reward Investments
Limited (“RIL”), a subsidiary of Mettle, in terms of which RIL has repurchased 1 111 212 ordinary shares
in its issued share capital from Tradegro (constituting a 10% equity interest in RIL) for a cash
consideration of £2 600 000 (“Purchase Consideration”) (“the Transaction”), such that RIL has
become a wholly-owned subsidiary of Mettle.
2. Overview of RIL and Tradegro
RIL, a 90% owned subsidiary of Mettle, owns 82.5% of Reward Finance Group Limited (“RFG”) which
provides asset-secured short- and medium-term loans and invoice discounting to the United Kingdom’s
small to medium-sized enterprise (“SME”) market. RIL and RFG’s strategy is to target SMEs that are
not adequately serviced by traditional banks.
Tradegro is a wholly-owned subsidiary of Tradehold and renders head office and treasury services to
3. Rationale for the Transaction
The Transaction is a further step in Mettle’s strategy to increase its shareholding in RIL as the provision
of loans to SME businesses in the United Kingdom is a key component of its strategy.
4. Purchase Consideration
The Purchase Consideration was settled in cash.
Mettle and Tradehold are both controlled by Dr Christo Wiese, through a number of investment entities
controlled by him.
Accordingly, in terms of the Listings Requirements of the JSE Limited, the Transaction is classified as
a Category 2, small related party transaction for Mettle and a small related party transaction for
6. Conditions precedent and effective date
No conditions precedent to the Transaction remain outstanding and the Transaction became effective
on 14 September 2020.
7. Financial Information
The net asset value of RIL as at 29 February 2020, the financial year-end of Mettle and Tradehold, was
£22 818 000. RIL generated a profit after tax (after non-controlling interest) for the year then ended of
£2 762 000.
The financial information for RIL was extracted from its audited annual financial statements for the year
ended 29 February 2020 and was prepared in accordance with International Financial Reporting
The Agreement contains warranties that are customary for a transaction of this nature.
9. Fairness Opinions
The independent directors of Mettle and Tradehold appointed Nodus Capital TS (Proprietary) Limited
(“Nodus”) and BDO Corporate Finance (Proprietary) Limited (“BDO”), respectively, as independent
professional experts to opine on the fairness of the Transaction.
Nodus and BDO have both concluded that the terms of the Transaction are fair and their reports in this
regard are available for inspection on Mettle’s and Tradehold’s websites, respectively, for 28 days from
today at the following links: https://mettleinvestments.com/investor-information/sens-announcements;
10. Withdrawal of cautionary announcement by Mettle
Shareholders are further advised that, pursuant to the publication of this announcement, the cautionary
announcement released by Mettle on SENS on Friday, 4 September 2020 is withdrawn.
16 September 2020
Designated Advisor to Mettle and Sponsor to Tradehold
Questco Corporate Advisory (Pty) Ltd
Date: 16-09-2020 10:30:00
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