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Proposed disposal of CML
TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
Share code: TMT
ISIN: ZAE000013991
Listed in the General Segment of the JSE Main Board
("Trematon" or "the Company" or "the Group")
PROPOSED DISPOSAL OF CML
1. INTRODUCTION
Trematon shareholders ("Shareholders") are advised that Trematon, together with its wholly owned
subsidiary, Tremgrowth Proprietary Limited ("Tremgrowth"), has on 26 March 2026 ("the Signature
Date") entered into an agreement with Variflex Trading 138 Proprietary Limited ("Variflex" or "the
Purchaser") ("the Agreement") in terms of which Tremgrowth will dispose of 100% of the issued share
capital in Club Mykonos Langebaan Proprietary Limited, a wholly owned subsidiary of Tremgrowth,
("CML") ("the Sale Shares") to Variflex for a cash consideration of R70 000 000 ("the Consideration")
("the Disposal"). Variflex represents a management consortium led by Mr AJ Shapiro, the Chief
Executive Officer of Trematon.
2. DESCRIPTION OF THE BUSINESS OF THE COMPANY AND CML
Trematon is an investment holding company, listed in the General Segment of the Main Board of the
JSE Limited ("the JSE"), which invests in assets that it believes to be undervalued, or where Trematon
management can create value that has the potential to achieve its targeted internal rate of return.
CML is a Greek-themed, family-friendly holiday resort situated in Langebaan, Western Cape, which
provides a variety of accommodation and entertainment options and is a popular leisure destination.
3. RATIONALE FOR THE DISPOSAL
Trematon's interest in CML was originally acquired primarily for the strategic value of its shareholding
in West Coast Leisure Proprietary Limited, which held the West Coast casino licence ("Casino
Interest"). The Casino Interest was subsequently disposed of in 2017, generating a significant return
for Shareholders and realising the Company's primary investment thesis. Following that disposal,
CML retained ownership of the commercial income-producing assets and development land at the
Club Mykonos resort ("the Resort"). While these remaining assets have delivered stable and
consistent annual profits, the resort's fixed geographic footprint and the mature nature of its
commercial operations present limited prospects for meaningful organic growth.
The Board of Directors of Trematon ('the Board") has accordingly identified CML as a non-core holding
within the Group's portfolio of investments for some time and has actively explored disposal
opportunities. Since the sale of the Casino Interest, the Group has engaged with multiple prospective
acquirers through both formal and informal processes. None of those engagements yielded an offer
at a level that the Board considered to be reflective of fair value, nor on terms that provided sufficient
certainty of execution. The Consideration offered by Variflex represents a compelling offer for CML,
both in quantum and in the certainty and immediacy of its terms. CML is an operationally complex
asset with characteristics that materially limit the pool of prospective acquirers capable of managing
CML effectively and extracting its full value.
In the Board's considered view, the current management team of CML, comprising Mr AJ Shapiro, Mr
JJ Vos, Mr J Kilroe-Smith and Mr J Blom, who possess an intimate understanding of CML's
operations, stakeholder relationships and development potential, are uniquely positioned to realise
the inherent value of this asset. Their existing operational knowledge eliminates the need for an
extensive due diligence process, enabling certainty and speed of execution that would not be
achievable with a third-party acquirer. A sale to a third-party purchaser would likely require the
provision of more extensive warranties and indemnities, which may expose Trematon to ongoing
obligations, thereby reducing the net proceeds available to be passed on to Shareholders.
The Board further notes that the only component of CML with potential material upside relates to the
remaining development land within the Resort. This development potential has been independently
valued and was incorporated into Trematon's intrinsic net asset value calculations. The purchase
price adjustment mechanism contained in the Agreement (as described in paragraph 4.3.2 below)
ensures that Trematon retains the right to participate in any near-term value realisation from the bulk
sale of this development land, thereby appropriately balancing risk and upside in the context of the
Disposal.
The Disposal supports Trematon's broader strategic programme of returning surplus capital to
Shareholders. In addition, the Disposal is expected to enable a meaningful reduction in the Group's
central cost base, including a reduction in head office overheads, staffing requirements and
associated operating expenses, allowing for a leaner operating model and improved cost efficiency.
4. SALIENT TERMS OF THE DISPOSAL
4.1 Effective date of the Disposal
The effective date of the Disposal will be the first day of the month immediately following the
month in which all the conditions precedent, as set out in paragraph 4.2 below, are fulfilled
and/or waived, as the case may be, or such other date as may be agreed to in writing by the
parties to the Agreement ("Effective Date" or "Closing Date").
4.2 Conditions precedent
The Agreement remains subject to the fulfilment and/or waiver (where applicable) of the
following outstanding conditions precedent:
4.2.1. by not later than 30 June 2026 the Shareholders of Trematon adopt the resolutions
to approve the Disposal in terms of the JSE Listings Requirements; and
4.2.2. by not later than 21 business days after the Signature Date, Variflex provides
Tremgrowth with an unconditional and irrevocable guarantee issued by a registered
financial institution in favour of Tremgrowth for the Purchase Price in a form
acceptable to Tremgrowth.
4.3 Consideration and Application of Proceeds
4.3.1. The Consideration is payable in cash, without any deduction or set-off, on the
Effective Date.
4.3.2. The Consideration is subject to adjustment as follows if, at any time during a period
of 24 months following the Closing Date:
4.3.2.1. CML or Variflex, as the case may be, accepts an offer for:
4.3.2.1.1. all or the greater part of Erf 2784 Langebaan, being the immovable
property owned by CML ("the Property"); or
4.3.2.1.2. the whole or the greater part of the undertaking of CML, including
all or the greater part of the Property, as a going concern; or
4.3.2.1.3. all or the greater part of the equity in CML, as the case may be; and
4.3.2.2. the purchase price for the Property, or in the circumstances contemplated
in paragraphs 4.3.2.1.2 and 4.3.2.1.3, the portion of the purchase price
attributable to the Property, after accounting for improvements to the
Property after the Closing Date and related professional fees incurred
after the Closing Date ("the Property Purchase Price") exceeds
R15 750 000.00,
then then the Consideration shall be increased by an amount equal to 50% of the
difference between the Property Purchase Price and R15 750 000.00, subject to a
maximum additional payment of R10 million.
4.3.3. The net proceeds of the Disposal, after settlement of associated transaction costs
and the release of related guarantees, will be available for distribution to Shareholders
in due course and will further advance the Board's strategy of value return for the
benefit of all Shareholders.
4.4 Additional Significant Terms of the Agreement
4.4.1. As soon as reasonably possible after the Signature Date, Variflex shall procure the
release of Trematon, with effect from the Closing Date, from the guarantee issued by
Trematon in favour of Investec in respect of the debt funding ("the Guarantee").
4.4.2. Pending the procurement of the release of the Guarantee as set out in paragraph
4.4.1, Variflex and Mr AJ Shapiro will jointly and severally indemnify Trematon against
any claims which may be made in respect of a cause of action which occurred on or
following the Closing Date against Trematon in terms of the Guarantee.
4.5 Warranties and Indemnities
The Agreement provides for such warranties and indemnities between the parties as are usual
in transactions of this nature.
5. IRREVOCABLE UNDERTAKINGS
As at the Signature Date, irrevocable undertakings to vote in favour of the resolutions to be proposed
at the general meeting to approve the Disposal have been received by Trematon Shareholders
holding in aggregate 140 248 463 Trematon shares, representing 62.97% of the total Trematon
shares in issue.
6. FINANCIAL INFORMATION
6.1 The value of the directly attributable net assets of CML was R85.9 million as at 31 August
2025, being the date of the last published audited annual financial statements for Trematon,
which were prepared in accordance with International Financial Reporting Standards.
6.2 The loss directly attributable to CML was R28.9 million for the year ended 31 August 2025.
7. CATEGORISATION OF THE DISPOSAL
The Disposal meets the definition of a category 2 transaction as contemplated in Section 8 of the JSE
Listings Requirements.
Mr AJ Shapiro, the Chief Executive Officer of Trematon, is the ultimate beneficial owner of Variflex.
Variflex is therefore an associate of Mr AJ Shapiro and, accordingly, the Disposal also constitutes
related party transaction in terms of the JSE Listings Requirements and must be approved by a
majority of disinterested Shareholders by way of an ordinary resolution.
8. CIRCULAR
A circular setting out the full details of the terms of the Disposal and containing, inter alia, a statement
the independent directors on the corporate governance processes that were followed to approve the
Disposal and a notice of general meeting, will be distributed to Shareholders in due course.
Cape Town
26 March 2026
Corporate Advisor and Transaction Sponsor to Trematon
Questco Corporate Advisory Proprietary Limited
Legal Advisor to Trematon
Bernadt Vukic Potash & Getz Attorneys
Date: 26-03-2026 03:15:00
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