SOUTH OCEAN HOLDINGS LIMITED - Acquisition of Southern Atlantic Cables (Pty) Ltd ("Acquisition")

Acquisition of Southern Atlantic Cables (Pty) Ltd ("Acquisition")

South Ocean Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/002381/06)
("South Ocean" or "the Company")
Share code: SOH ISIN: ZAE000092748


ACQUISITION OF SOUTHERN ATLANTIC CABLES (PTY) LTD ("ACQUISITION")


Introduction
Shareholders are advised that South Ocean Holdings Limited has entered into a binding agreement to
acquire 100% of the issued shares in Southern Atlantic Cables (Pty) Ltd ("SAC") from Arbor Capital
Investments (Pty) Ltd ("ACI"). The shareholders in ACI are Mr D Nell (50%) and Mr W Snyman (50%). The
effective date of the acquisition is 1 July 2026.

ACI had been requested to step in over a year ago due to an intervention by Mr J van Rensburg ("JVR"),
the Chairman of South Ocean, in order to acquire the business and assets from the former customer
("Cape Business"), which opportunity was not available to the Company at the time.

SAC was formed as a special purpose vehicle to acquire the former Cape Business and subsequent
thereto, the son of JVR was appointed as the General Manager of SAC. JVR also has an indirect 50%
beneficial interest through his associate Joseph Investments, considered a non-controlling interest and
declared to the Board as such, post the acquisition by ACI. Joseph Investments initially assisted with funding
the acquisition of the Cape Business as well as providing working capital to SAC due to it being a new
entity. This funding was later agreed to be taken over by ACI in November 2025.

Accordingly, JVR and the Board of South Ocean has deemed the acquisition of SAC as a related party
acquisition.

Related party voting
JVR was recused from voting at Board level. All Directors, excluding JVR, ("Independent Directors") voted
in favour of pursuing the Acquisition, with no abstentions and considered the Acquisition to be fair to South
Ocean. In determining the fairness, the Independent Directors considered the results of SAC, the cost of
establishing its own distribution centre in Cape Town, whether the consideration should be in cash or shares
and a valuation range before the final acquisition price was determined, which purchase consideration
fell within the valuation range.

Terms
In terms of the agreement, South Ocean will acquire 100% of the entire issued share capital of SAC for a
total purchase consideration of R4 500 000 (four million five hundred thousand Rand). The purchase
consideration will be settled through the issue of 4 591 837 ordinary shares in South Ocean to ACI at an
issue price of 98 cents per share.

Neither JVR, nor Joseph Investments, will receive any of the above shares at the date of issue. Joseph
Investments will be compensated by ACI for the initial assistance to ACI in acquiring the shares in SAC in
due course. This compensation could include cash and/or shares in South Ocean. In the event that Joseph
Investments receive shares, it will be done outside of a closed period and a dealings announcement will
be published.

Description of business and rationale for transaction
SAC specialises in supplying a range of electrical wire and related products.

The Acquisition is intended to strengthen South Ocean's position within the electrical wire and related
infrastructure sectors, securing a foothold in the Cape Town market, and is aligned with the Company's
strategy of pursuing value-creative acquisitions that complement its existing operations.

Conditions Precedent
There are no remaining conditions precedent other than the issue of the consideration shares to ACI. An
application to list the shares on the JSE is underway.

Warranties and other significant terms
ACI has warranted that all the trade receivables will be collected within 120 days from the Effective Date.
Other than this warranty, the Agreement contains warranties that are normal for such an acquisition.

There are no profit warranties or any arrangements for deferred consideration.

Financial Information
The financial information of SAC has been extracted from the audited annual financial statements ("AFS")
for the year ended 31 December 2025, which AFS were prepared on the basis of the IFRS for SMEs
accounting standard and were reviewed by Investhouse Accounting and Tax Proprietary Limited, C van
Niekerk, Director, Chartered Accountant (SA). The review conclusion was unmodified.

The net assets at 31 December 2025 were R969 800 and the net profit was R968 800. It is noted that SAC
operated for one year following the acquisition of the business and assets of the Cape Business.

BY ORDER OF THE BOARD
ALRODE
10 July 2026

Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 10-07-2026 11:24:00
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