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Disposal of Unitrans Swazi Holdings (Pty) Ltd – Category 2 Disposal Announcement
KAP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
Company Alpha Code: KAP
LEI code: 3789001F51BC0045FD42
("KAP" or "the Company")
DISPOSAL OF UNITRANS SWAZI HOLDINGS (PTY) LTD – CATEGORY 2 DISPOSAL ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that on 14 November 2025 ("Signature Date"), Unitrans Africa (Pty) Ltd ("the
Seller"), an indirectly wholly owned subsidiary of the Company, entered into a sale of shares and claims
agreement ("Agreement") with Freight-X (Pty) Ltd ("the Purchaser"), a company incorporated in Eswatini
and beneficially owned by Swati citizens, Wayne Levendale and Thomas Albrecht (neither of whom are
related parties of KAP), in terms of which the Seller will dispose of 100% of the issued shares in and claims
held against Unitrans Swazi Holdings (Pty) Ltd ("USH") to the Purchaser (hereinafter referred to as "the
Disposal").
2. RATIONALE FOR THE DISPOSAL
2.1. KAP continues to focus on turning around its underperforming businesses, with the Unitrans division being
the largest of these businesses. As previously communicated, KAP has made significant management
changes in all underperforming businesses and has either restructured or is in the process of restructuring
them to support improved future performance and return on capital employed.
2.2. Unitrans has largely completed a comprehensive restructuring of its operations, which focused on the
cessation of low-margin, low-return activities, improved asset utilisation and reduced costs. As part of the
continuous review of its operations and capital allocation priorities, Unitrans decided to dispose of its
operations in Eswatini. Following the Disposal, Unitrans will retain a strategic presence in Eswatini by
continuing to pursue agricultural opportunities aligned to its overall strategy.
3. DESCRIPTION OF USH BUSINESS
3.1. Unitrans operates its business (other than its agricultural operations) in Eswatini through Southern Star
Logistics (Pty) Ltd ("SSL"), a joint venture company which was formed in December 2017 when the Seller
and South Star Investments (Pty) Ltd ("SSI"), an Eswatini based logistics company, combined their
business operations. The Seller indirectly owns 50% of the issued shares in SSL, through USH and the
Purchaser owns the remaining 50%, which it acquired from SSI in October 2020.
3.2. In terms of the Agreement, the Seller will dispose of 100% of the shares in and loan claims held against
USH ("USH Equity") to the Purchaser, and following the implementation of the Disposal, the Purchaser
will own 100% of USH and its wholly owned subsidiary, as well as 100% of SSL.
4. DISPOSAL CONSIDERATION
4.1. In terms of the Agreement, the Seller will dispose of the USH Equity to the Purchaser for a disposal
consideration equal to an aggregate amount of R138 million plus the carrying value of certain vehicles, as
well as the value of the net working capital and cash on hand of USH and its wholly subsidiary as at the
Effective Date (as defined in paragraph 6.3 below) ("Disposal Consideration").
4.2. As at 30 June 2025, the Disposal Consideration amounted to approximately R214 million. It is anticipated
that the adjustments to the final Disposal Consideration will not be material.
4.3. The majority of the Disposal Consideration will be settled in cash by the Purchaser within 5 business days
of the Effective Date, with the balance of the Disposal Consideration (estimated to be c. R41 million)
("Delayed Portion") being settled in cash by the Purchaser within 95 days of the Effective Date.
4.4. The Disposal Consideration will be utilised by Unitrans as part of capital expenditure for the replacement
of its existing assets.
5. FINANCIAL INFORMATION
5.1. Based on the audited annual financial statements of USH for the year ended 30 June 2025, the audited
loss after tax attributable to the USH Equity for the 12-month period ended 30 June 2025 was R1 million.
5.2. The value of the USH Equity as at 30 June 2025, being the date of the last audited annual financial
statements of USH which were prepared in terms of IFRS, was R253 million. Based on the estimated
Disposal Consideration of R214 million, the Disposal will result in a loss on disposal of approximately
R39 million.
6. CONDITION PRECEDENT AND EFFECTIVE DATE OF THE DISPOSAL
6.1. The Disposal is subject to the fulfilment or waiver (where applicable) of the following outstanding condition
precedent ("Condition Precedent"), within 3 days of the Signature Date, or such later date as the parties
may agree in writing:
6.1.1. the delivery of board approvals and signed documents required to register a special notarial bond over
certain assets of USH, in favour of the Seller, as security for the payment of the Delayed Portion
("Security").
6.2. It is recorded that the Disposal was unconditionally approved in accordance with the provisions of the
Eswatini Competition Act, 2007 on 7 November 2025.
6.3. The Disposal is effective on the first day of the month following the date on which the Condition Precedent
is fulfilled or waived ("Effective Date"). The Effective Date is anticipated to be 1 December 2025.
7. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
7.1. In terms of the Agreement, the Seller gives only certain limited representations and warranties (which are
standard for a transaction of this nature) in respect of USH to the Purchaser.
7.2. In terms of the Agreement, the Purchaser also gives representations and warranties (which are standard
for a transaction of this nature) in respect of the assets forming part of the Security and undertakes to,
after the Effective Date, change the names of USH and its subsidiaries so as to remove all references to
"Unitrans".
8. CLASSIFICATION OF THE DISPOSAL
The Disposal Consideration represents more than 5% but less than 30% of the Company's market
capitalisation as at the Signature Date and accordingly the Disposal constitutes a category 2 transaction in
terms of the JSE Limited Listings Requirements.
Stellenbosch
14 November 2025
Equity and Debt Sponsor
PSG Capital
Date: 14-11-2025 01:00:00
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