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REX TRUEFORM GROUP LIMITED - Acquisition of a further stake in Telemedia Proprietary Limited

Release Date: 10/07/2024 16:30
Code(s): RTN RTO RTOP     PDF:  
Wrap Text
Acquisition of a further stake in Telemedia Proprietary Limited

(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO    ISIN: ZAE000250387
JSE share code: RTN    ISIN: ZAE000250395
JSE share code: RTOP   ISIN: ZAE000250403
("Rex Trueform" or the "Company")


1.   Introduction and rationale

     1.1.   The board of directors of Rex Trueform is pleased to announce the conclusion of seven separate sale
            agreements, in terms of which Rex Trueform will increase its stake in Telemedia Proprietary Limited
            ("Telemedia") to 88.71% (the "Transaction") by acquiring a further 25% interest from the minority
            shareholders of Telemedia (excluding African and Overseas Enterprises Limited ("AOE")), being Stephen
            Mark Bretherick, Ryan David Bretherick, Andrew Victor Louis, Divesh Debidayal Maharaj, Humbulani
            Beverly Silwalivhathu, Quentin Grant Barkhuizen and John-Paul Meeser (the "vendors").

     1.2.   Founded in 1981, Telemedia is a broad-based media broadcast facility manufacturer and supplier.
            Telemedia's services include the installation of satellite transmission as well as radio and television signal
            distribution. In addition, Telemedia is a supplier of microwave and satellite news gathering services including
            broadcasting, studio recording and ancillary services.

     1.3.   Rex Trueform together with its controlling shareholder, AOE, initially acquired an interest in Telemedia in
            November 2020 through the acquisition of a 63.71% and 11.29% interest respectively. This initial investment
            provided the Company with an opportunity to diversify its investment portfolio to include a media and
            broadcasting segment. Rex Trueform is acquiring the remaining 25% of Telemedia due to its strong
            performance since the initial investment in November 2020. The Transaction aims to fully integrate
            Telemedia into Rex Trueform's portfolio, and so leverage its success to drive expected future growth in the
            media and broadcasting sector.

2.   Salient terms of the Transaction

     2.1.   Payment of the purchase consideration to the respective vendor will take place on the effective date being
            the first business day following the date on which the last of the conditions precedent to the respective sale
            agreement is fulfilled or waived (as the case may be).

     2.2.   The aggregate purchase consideration payable to the vendors is an amount of R14 145 572 in cash.

     2.3.   Each sale agreement is subject to the fulfilment or waiver of the condition that the remaining vendors of
            Telemedia waive any pre-emptive rights that they might have to their respective interest in Telemedia.

     2.4.   The sale agreements contain warranties that are normal for a transaction of this nature.

3.   Financial information

     The net asset value and profits attributable to 100% of Telemedia are R61.4 million and R11.4 million respectively.
     This information has been extracted from the unpublished unaudited management accounts of Telemedia for the
     11 months ended 31 May 2024 which has been prepared in terms International Financial Reporting Standards. The
     Company confirms that it is satisfied with the quality of such management accounts.

4.   JSE categorisation

     Pursuant to the aggregation principles of the JSE Listings Requirements, the Transaction is classified as a
     category 2 transaction in terms of the JSE Listings Requirements and is, accordingly, not subject to approval by

10 July 2024

Java Capital

Date: 10-07-2024 04:30:00
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