Wrap Text
Acquisition of the remaining shares in Outsurance Holdings Limited from the OHL minority shareholders
OUTsurance Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2010/005770/06)
ISIN: ZAE000314084
Share code: OUT
("OGL" or the "Company")
ACQUISITION OF THE REMAINING SHARES IN OUTSURANCE HOLDINGS LIMITED FROM THE
OHL MINORITY SHAREHOLDERS
1. INTRODUCTION
1.1 OGL Shareholders ("Shareholders") are hereby advised that the Company entered into a
share-for-share agreement on Monday, 5 October 2026 (the "Transaction Agreement")
with its subsidiary, OUTsurance Holdings Limited ("OHL") and the minority shareholders
of OHL, comprising the original founder, current executives, managers and employees,
together with their affiliates (together, the "OHL Minority Shareholders"), who collectively
hold 7.17% of the entire issued share capital of OHL (the "OHL Shares"). In terms of the
Transaction Agreement, the Company will:
1.1.1 acquire the OHL Shares from the OHL Minority Shareholders; and
1.1.2 issue new ordinary shares in the authorised share capital of OGL (the "OGL
Shares") to the OHL Minority Shareholders in consideration for their OHL Shares
(the "Consideration Shares"),
the "Proposed Transaction".
1.2 The Proposed Transaction is classified as a related party transaction in terms of
paragraph 9.1 of the JSE Listings Requirements as certain of the OHL Minority
Shareholders are 'related parties' as defined in paragraph 9.1(a) of the JSE Listings
Requirements. The related parties comprise (i) Mr. Jan Hendrik Hofmeyr, (ii) Mr. Marthinus
Christoffel Visser, (iii) Mr. Daniel Hermanus Matthee, (iv) Mr. Bert Bakker, (v) Rosaceae
Aequitas Proprietary Limited ("Rosaceae Aequitas") and Rosaceae Aequitas II
Proprietary Limited ("Rosaceae Aequitas II"), which are associates (as defined in the JSE
Listings Requirements) of Mr. Willem Tielman Roos, and (vi) Erigo Capital Proprietary
Limited ("Erigo Capital"), which is an associate (as defined in the JSE Listings
Requirements) of Mr. Jan Hendrik Hofmeyr (collectively, the "Related Parties"). The
related party relationship between OGL and the OHL Minority Shareholders who are
Related Parties is more fully described in paragraph 6 below.
1.3 The Proposed Transaction is subject to conditions precedent customary for transactions
of this nature, which are further described in paragraph 5 below.
2. RATIONALE FOR THE PROPOSED TRANSACTION
2.1 In March 2022, the Company announced that it would cease investment activity, reduce
its management and cost base and transition and rebrand to "OUTsurance Group Limited"
(the "OUTsurance Listing"). The OUTsurance Listing was intended to deliver, among
other benefits, the following key advantages for Shareholders: (i) a simpler operational
structure offering a single access point to OHL; (ii) a more focused OHL management team
with direct accountability to Shareholders; and (iii) a higher dividend pay-out ratio.
2.2 At the time of the OUTsurance Listing, the Company stated that one of its key objectives
would be to monetise the assets held through RMI Treasury Company Limited ("RMI
Treasury Company"). This monetisation was necessary for enabling the proposed
consolidation (or "roll-up") of the remaining minority shareholding in OHL (ie the OHL
Shares held by the OHL Minority Shareholders) to the OGL level thereby enabling a full
consolidation of OHL.
2.3 In line with the deliberate structural simplification of OGL, OGL and its subsidiaries
(the "OGL Group") have advanced their strategy to monetise the assets held within RMI
Treasury Company. This has now positioned the OGL Group to proceed with the roll-up
of the OHL Minority Shareholders to the OGL level. The implementation of the Proposed
Transaction will facilitate this roll-up and further allow for additional simplicity across the
OGL Group as it will create a single shareholder level across the OGL Group. Following
the implementation of the Proposed Transaction, OHL will become a wholly owned
subsidiary of OGL.
2.4 Shareholders are advised that the provisions of the memorandum of incorporation of OHL
do not in any way frustrate or relieve OGL from compliance with its obligations in terms of
the JSE Listings Requirements and this position will not change following the
implementation of the Proposed Transaction.
3. OVERVIEW OF THE OGL GROUP
The OGL Group is a multinational insurance group that specialises in Property and Casualty
insurance. The OGL Group's activities are focused on the South African and Australian insurance
markets with a recent expansion into the Republic of Ireland. The OGL Group's primary source
of revenue is insurance premiums for risk underwritten in personal lines, commercial lines and
life insurance products. Its customer proposition is focused on offering value for money insurance
products and leading customer service outcomes that build customer trust. The OGL Group
generates financial capital through disciplined pricing and risk selection, a strong focus on cost
management and efficient balance sheet management.
4. OVERVIEW OF OHL
4.1 OHL forms part of the OGL Group (with OGL holding c.92.83% of the entire issued share
capital in OHL) and is a regulated holding company which owns (either wholly or through
a controlling stake) the majority of the assets responsible for conducting the OGL Group's
underlying insurance and related administrative activities. Similar to the OGL Group, OHL's
core purpose is to offer its customers value-for-money products backed by leading and
trusted customer service. This purpose is enabled by a focus on operational excellence,
technology and a unique entrepreneurial business culture.
4.2 For further information on the assets, liabilities, business, financial position and
performance of OGL and OHL, please refer to the financial results of the Company for the
year ended 30 June 2026 which were released on the Stock Exchange News Service of
the JSE ("SENS") on 10 September 2026 and are available at
https://group.outsurance.co.za/results-and-reports/.
5. OVERVIEW OF THE PROPOSED TRANSACTION
5.1 Terms of the Proposed Transaction
5.1.1 The Proposed Transaction is a share-for-share transaction that will be implemented
in accordance with the terms and conditions set out in the Transaction Agreement.
In terms of the Transaction Agreement, on the effective date of the Proposed
Transaction (the "Effective Date"), the Company will acquire all of the OHL Shares
held by the OHL Minority Shareholders. In consideration for the acquisition of the
OHL Shares, the Company will issue the Consideration Shares to the OHL Minority
Shareholders based on a specified exchange ratio ("Exchange Ratio").
5.1.2 The Exchange Ratio will be determined using the 30-day VWAP of the OGL Shares
over the period commencing on Tuesday, 6 October 2026 and ending on Tuesday,
17 November 2026 (both dates inclusive) (the "OGL VWAP") and will be calculated
with reference to the following steps, and as illustrated in the example below:
5.1.2.1 Step 1: Determine the market capitalisation of the Company (the "OGL
Market Capitalisation") as at 29 September 2026;
5.1.2.2 Step 2: Determine the fair value of the Central Component (being the value
of the RMI Treasury Company and OGL net assets and liabilities, RMI
Treasury Company expenses and marginal OGL head office expenses which
in essence represents the value of RMI Treasury Company net of RMI
Treasury Company and OGL's marginal expenses) as at 30 June 2026 taking
into account the ordinary and special dividend declared by OGL on
10 September 2026 and deduct such value from the OGL Market
Capitalisation, because the value of the Central Component is for the benefit
of existing OGL Shareholders. Deducting the result of Step 2 from Step 1
derives the market value of the Company's interest in OHL (the "OHL
Interest");
5.1.2.3 Step 3: Divide the OHL Interest by 92.83% (being the percentage interest that
the Company holds in OHL as at 29 September 2026) in order to determine
the implied market capitalisation for a shareholding of 100% in OHL
(the "Implied OHL Market Capitalisation");
5.1.2.4 Step 4: Deduct the present value of future estimated marginal expenses
related to OGL’s status as a listed company (including for example estimates
of JSE fees, fees for a sponsor, transfer secretaries and Strate as well as
expenses associated with the publication of OGL's annual reporting) based
on OGL's current experience, from the Implied OHL Market Capitalisation.
This step requires the OHL Minority Shareholders to proportionally share in
the expense base of OGL which represents the marginal costs related to its
listed status;
5.1.2.5 Step 5: Deduct an estimate of deemed expenses incurred to create a listed
vehicle such as JSE listing fees and fees for a sponsor, legal adviser and
transfer secretaries. This step requires the OHL Minority Shareholders to
proportionally share in the associated expense of creating a listed vehicle as
incurred by OGL shareholders (the “Net Implied OHL Market
Capitalisation”);
5.1.2.6 Step 6: Multiply the Net Implied OHL Market Capitalisation by 7.17% (being
the percentage interest that the OHL Minority Shareholders hold in OHL as
at 29 September 2026) in order to determine the Rand value of the OHL
Minority Shareholders' minority interest in OHL;
5.1.2.7 Step 7: Determine the number of the Consideration Shares to be issued to
the OHL Minority Shareholders pursuant to the Proposed Transaction by
dividing the result obtained in Step 6 above by the OGL VWAP (the "Number
of Consideration Shares"); and
5.1.2.8 Step 8: Divide the Number of Consideration Shares by the number of OHL
Shares to determine the Exchange Ratio, rounded to five decimal points.
5.1.3 The table below and the accompanying explanatory notes in paragraph 5.1.4
illustrate, for indicative purposes only, the Exchange Ratio calculation steps
described in paragraph 5.1.2 using an assumed 30-day OGL VWAP of R85.06 as
at 29 September 2026 and a Central Component valuation of R80 470 957 as at 30
June 2026:
Determination of OHL minority Reference Transaction Calculation and additional
interest - Rand Value Steps information
Current OGL share price R85.06 A Step 1 30-day OGL VWAP as at 29
September 2026
Current OGL Market Capitalisation R131 683 758 494 B Step 1 QxA
Less: Fair value of Central Component (R80 470 957) C Step 2 Internal valuation as at 30 June 2026
Market value of OGL's interest in OHL R131 603 287 537 D B+C
OGL's interest in OHL 92.8311% E Shareholding as at 29 September
2026
Implied OHL Market Capitalisation R141 766 351 367 F Step 3 D/E
Deduct an allowance for participation in (R49 953 123) G Step 4 As agreed with OHL Minority
OGL listed company expenses Shareholders
Deduct an allowance for expenses to (R15 079 751) H Step 5 As agreed with OHL Minority
access a listed vehicle Shareholders
Net implied OHL Market Capitalisation R141 701 318 493 I F+G+H
OHL shares held by OHL Minority 272 339 291 J Shareholding as at 29 September
Shareholders 2026
Total issued OHL shares 3 798 908 308 K OHL issued shares as at 29
September 2026
OHL minority interest in OHL 7.1689% L J/K
Value of OHL Minority Shareholders' R10 158 401 699 M Step 6 IxL
minority interest
Value exchange and exchange ratio
Net implied OHL Market Capitalisation R141 701 318 493 I
Value of OHL Minority Shareholders' R10 158 401 699 M
minority interest
OGL expected market capitalisation R141 842 160 193 N B+M
(post exchange)
Current R131 683 758 494 B
Plus: Additional stake in OHL R10 158 401 699 M
Implied OHL Minority Shareholders' 7.1618% O Step 7 M/N
interest after the exchange
Differential to OHL's current minority (0.0071%) P O-L
interest (therefore dilution)
Impact on OGL's issued share capital
Current OGL ordinary shares in issue 1 548 127 892 Q OGL issued shares as at 29
September 2026
New OGL shares to be issued by OGL to 119 426 307 R Step 7 S-Q
OHL Minority Shareholders
OGL issued ordinary shares - post 1 667 554 199 S Q / (1 - O)
exchange
OHL Minority Shareholders' interest after 7.1618% O R/S
the exchange
Number of OHL shares exchanged for 272 339 291 J Shareholding as at 29 September
OGL shares 2026
Exchange Ratio: Number of OGL shares 0.43852 T Step 8 R/J
received for each OHL share
Expected OGL share price after all roll- R85.06 U N/S
up steps
5.1.4 Based on the above illustration:
5.1.4.1 the minority interest in OHL of ZAR10.2 billion (referenced as "M" in the above
illustration) will be exchanged for a similar value of new OGL Shares;
5.1.4.2 OGL will issue 0.43852 (referenced as "T" in the above illustration) new OGL
Shares for each OHL Share acquired. Based on this, the OHL Minority
Shareholders would hold 7.16% (referenced as "O" in the above illustration)
interest in the Company. The differential between this interest and the OHL
Minority Shareholders’ interest in OHL of 7.17% (referenced as "L" in the
above illustration) represents the proportion of the Central Component, net of
the impact of Step 4 and Step 5, to the indicative market capitalisation of the
Company following the Proposed Transaction. The OHL Minority
Shareholders therefore dilute their interest in OHL by 0.01% in exchange for
the exposure to the net assets of the Central Component;
5.1.4.3 in addition, the percentage interest of existing Shareholders in the Company
will dilute by 7.16% due to the increase in OGL Shares in issue pursuant to
the Proposed Transaction, offset by an increase in OGL’s shareholding in
OHL from 92.83% to 100%. The Company's share price is therefore expected
to be value neutral.
5.1.5 Shareholders are reminded that the example above is shown purely for illustrative
purposes and does not purport to represent the final Exchange Ratio. The final
Exchange Ratio and the number of Consideration Shares to be issued for each OHL
Share acquired pursuant to the Proposed Transaction will be announced to
Shareholders on SENS on or about Wednesday, 18 November 2026.
5.2 Conditions Precedent
5.2.1 The Proposed Transaction is subject to the fulfilment or waiver (to the extent capable
of waiver), as the case may be, of the following conditions (the "Conditions
Precedent") on or before Friday, 26 February 2027:
5.2.1.1 the JSE having approved the listing of the Consideration Shares with effect
from the Effective Date;
5.2.1.2 the Financial Surveillance Department of the South African Reserve Bank or
an authorised dealer, as applicable, granting such approvals, consents or
exemptions as are required in terms of the Exchange Control Regulations
(promulgated in terms of the Currency and Exchanges Act, 9 of 1933)
(the "Exchange Control Regulations") to implement the Proposed
Transaction insofar as it relates to the OHL Minority Shareholders who are
non-residents (“Non-resident Shareholders”) for purposes of the Exchange
Control Regulations (the "Exchange Control Approval Condition");
5.2.1.3 Shareholders having authorised:
5.2.1.3.1 the issue of the Consideration Shares in accordance with section 41(1)
of the Companies Act, 71 of 2008, as amended (the "Companies
Act"), by way of special resolution;
5.2.1.3.2 the implementation of the Proposed Transaction by ordinary resolution
in accordance with the JSE Listings Requirements, given that the
Company will, as a result thereof, be regarded as having undertaken a
'related party transaction' in accordance with the JSE Listings
Requirements; and
5.2.2 the board of directors of the Company (the "Board”) having approved the
implementation of the Proposed Transaction, including the issue of the
Consideration Shares in terms of the Companies Act.
5.3 Additional Significant Terms
The Transaction Agreement contains:
5.3.1 a provision in terms of which:
5.3.1.1 if, during the period commencing on Tuesday, 6 October 2026 and ending on
Tuesday, 17 November 2026 (both dates inclusive) (the "VWAP
Measurement Period") subject to the adjustment contemplated in paragraph
5.3.1.3 below, trading in the OGL Shares on the JSE is suspended,
interrupted or disrupted, directly or indirectly, as a result of or in connection
with (i) changes in general economic or financial market conditions, whether
in South Africa or internationally (including any global market downturn); (ii)
any disruption to the clearance or settlement systems for securities generally
in South Africa; (iii) the outbreak or escalation of hostilities, war, terrorism or
any other national or international disaster; (iv) any national or international
pandemic, epidemic or public health emergency; (v) any natural disaster,
force majeure event or Act of God; (vi) any action, order or intervention by a
governmental, regulatory or other competent authority, or any material
change in applicable law or regulation; or (vii) any other event or circumstance
which disrupts the financial markets or trading on the JSE, the Board shall be
entitled, in its sole discretion and by written notice to OHL and the OHL
Minority Shareholders, to extend, shift or otherwise change the VWAP
Measurement Period so that the Exchange Ratio is calculated by reference
to an equivalent number of uninterrupted trading days or other period of
uninterrupted trading days such that the effect of the disruption is removed
from the VWAP calculation (“VWAP Adjustment Mechanism”);
5.3.1.2 if, during the VWAP Measurement Period, any material adverse event, fact,
circumstance, change, occurrence or effect occurs which results in, or could
reasonably be expected to result in, (i) a reduction of 20% or more in the price
of the OGL Shares, or (ii) a change of 20% or more in the value of the assets
of RMI Treasury Company ("Material Change"), the Board shall be entitled,
in its sole discretion and by written notice to OHL and the OHL Minority
Shareholders, to elect to (a) not proceed with the Proposed Transaction; (b)
exercise the VWAP Adjustment Mechanism as contemplated in paragraph
5.3.1.1 above; and/or (c) adjust the consideration payable under the
Proposed Transaction in a manner commensurate with the effect of the
Material Change, which shall include for the avoidance of doubt, an
adjustment of the value of the assets of RMI Treasury Company for purposes
of the implementation of the Proposed Transaction;
5.3.1.3 if the Effective Date occurs after Tuesday, 24 November 2026, the Board shall
be entitled, in its sole discretion and by written notice to OHL and the OHL
Minority Shareholders, to adjust the VWAP Measurement Period such that
the applicable period shall commence 30 (thirty) Business Days prior to the
Effective Date and shall conclude 1 (one) Business Day prior to the Effective
Date (both dates inclusive); and
5.3.1.4 if the Board exercises any of its rights under this paragraph 5.3.1, neither OHL
nor any of the OHL Minority Shareholders shall have any claim against the
Company arising out of or in connection with the Board’s exercise of such
rights, including any decision not to proceed with the Proposed Transaction,
any adjustment to the VWAP Measurement Period or any adjustment to the
consideration payable pursuant to the Proposed Transaction;
5.3.2 a provision in terms of which, in the event that:
5.3.2.1 the Exchange Control Approval Condition is not fulfilled by Friday, 26
February 2027, the Company shall be entitled, but not obliged, to settle the
consideration payable to the OHL Minority Shareholders who constitute "non-
residents" in terms of the Exchange Control Regulations (the "Non-resident
Shareholders") in cash in accordance with paragraph 5.3.2.2 (the "Cash
Exit Election"), and the share-for-share exchange contemplated in the
Transaction Agreement shall continue to apply to all other OHL Minority
Shareholders;
5.3.2.2 the Company exercises the Cash Exit Election, the Company shall settle the
consideration payable in respect of the OHL Shares held by the Non-resident
Shareholders in cash, by acquiring such OHL Shares against payment of the
Cash Consideration (as defined below) to such Non-resident Shareholders in
lieu of the allotment and issue of Consideration Shares (the "Cash Exit
Event") and the following shall occur:
5.3.2.2.1 each of the Non-resident Shareholders shall transfer the OHL Shares
held by them to the Company (and the Company shall accept such
transfer) on and with effect from the Effective Date;
5.3.2.2.2 in lieu of the allotment and issue of Consideration Shares to the Non-
resident Shareholders, the Company shall pay each Non-resident
Shareholder the proportion of the Rand amount payable by the
Company in cash to each Non-resident Shareholder in consideration
for the acquisition of the OHL Shares held by such Non-resident
Shareholder upon the occurrence of a Cash Exit Event, which amount
shall be determined with reference to Step 6 of the Exchange Ratio
(the "Cash Consideration") and shall be attributable to the OHL
Shares held by each Non-resident Shareholder on the Effective Date,
by way of electronic funds transfer to the bank account nominated for
this purpose by each Non-resident Shareholder in writing prior to the
Effective Date;
5.3.2.2.3 the payment of the Cash Consideration in lieu of the allotment and
issue of Consideration Shares to the Non-resident Shareholders shall
be subject to an authorised dealer granting such approvals, consents
or exemptions as may be required in terms of the Exchange Control
Regulations to permit the acquisition of the OHL Shares for cash; and
5.3.3 limited reciprocal warranties by the OHL Minority Shareholders and the Company in
favour of each other as is customary for transactions of this nature.
5.4 Effective Date of the Proposed Transaction
Subject to the fulfilment or waiver of the Conditions Precedent, the Effective Date is
expected to occur on or about Tuesday, 24 November 2026.
6. CATEGORISATION
6.1 The Proposed Transaction is categorised as a 'related party transaction' in terms of the
JSE Listings Requirements as OGL will be concluding an agreement and transacting with
the OHL Minority Shareholders who constitute Related Parties.
6.2 As outlined above, the Related Parties comprise of:
6.2.1 Mr. Jan Hendrik Hofmeyr, Mr. Marthinus Christoffel Visser, Mr. Daniel Hermanus
Matthee and Mr. Bert Bakker, each of whom is a director or prescribed officer of the
Company or a major subsidiary of the Company (or has acted in such capacity
during the 12 (twelve) months preceding the Proposed Transaction);
6.2.2 Rosaceae Aequitas and Rosaceae Aequitas II, each of which is an associate (as
defined in the JSE Listings Requirements) of Mr. Willem Tielman Roos, a non-
executive director of the Company. Mr. Willem Tielman Roos is regarded as an
associate of Rosaceae Aequitas and Rosaceae Aequitas II on the basis that he has
a direct beneficial interest in each of Rosaceae Aequitas and Rosaceae Aequitas II
and is able to exercise or control the exercise of more than 35% of the votes cast at
the general meetings of each entity, and
6.2.3 Erigo Capital which is an associate (as defined in the JSE Listings Requirements)
of Mr. Jan Hendrik Hofmeyr, who served as the chief financial officer of the Company
and as an executive director of the Company during the 12 (twelve) month period
preceding the Proposed Transaction. Mr. Jan Hendrik Hofmeyr is regarded as an
associate of Erigo Capital on the basis that he has a direct beneficial interest in Erigo
Capital and is able to exercise or control the exercise of more than 35% of the votes
cast at general meetings.
Accordingly, each of the abovementioned persons constitute a "related party" as
contemplated in paragraph 9.1 of the JSE Listings Requirements.
6.3 The interest of each Related Party in the Proposed Transaction is as follows:
6.3.1 Mr. Jan Hendrik Hofmeyr, who served as the chief financial officer and an executive
director of the Company during the 12 (twelve) month period preceding the
Proposed Transaction, directly holds 0.067% of the total OHL Shares in issue;
6.3.2 Mr. Marthinus Christoffel Visser, who serves as the chief executive officer and an
executive director of the Company, holds 2.010% of the total OHL Shares in issue;
6.3.3 Mr. Daniel Hermanus Matthee, who is a prescribed officer of the Company owing to
his roles as the chief executive officer of OUTsurance Insurance Company Limited
and OUTsurance Life Insurance Company Limited, holds 0.250% of the total OHL
Shares in issue;
6.3.4 Mr. Bert Bakker, who is a prescribed officer of the Company owing to his roles as
the chief operating officer and executive director of Youi Holdings Proprietary
Limited (a major subsidiary of the Company as contemplated in the JSE Listings
Requirements), holds 0.140% of the total OHL Shares in issue;
6.3.5 Rosaceae Aequitas and Rosaceae Aequitas II, each of which are associates of Mr.
Willem Tielman Roos, respectively hold 1.047% and 2.068% of the total OHL
Shares in issue; and
6.3.6 Erigo Capital, which is an associate of Mr. Jan Hendrik Hofmeyr, holds 0.105% of
the total OHL Shares in issue.
6.4 In terms of the JSE Listings Requirements, the Proposed Transaction therefore requires,
amongst other things, the approval of the Shareholders by way of ordinary resolution prior
to the completion of the Proposed Transaction. The validity of the ordinary resolution will
be subject to a simple majority of the votes of Shareholders, other than the Related Parties
and their associates, being cast in favour of the resolution.
6.5 Mr. Jan Hendrik Hofmeyr, Mr. Marthinus Christoffel Visser, Mr. Daniel Hermanus Matthee,
Mr. Bert Bakker, Rosaceae Aequitas, Rosaceae Aequitas II and Erigo Capital and their
associates (as defined in the JSE Listings Requirements) will not have their votes taken
into account for purposes of determining the results of the voting on such resolutions at
the Company's annual general meeting (where the resolutions required to approve
and implement the Proposed Transaction will be proposed to Shareholders) (the "Annual
General Meeting"). However, their votes will be taken into account for purposes of (i)
determining a quorum at such meeting, and (ii) the special resolution approval in terms of
section 41(1) of the Companies Act.
6.6 Further, in terms of section 41(1) of the Companies Act, the issue of the Consideration
Shares to the Related Parties by OGL requires shareholder approval by special resolution,
as OGL would be issuing the Consideration Shares to directors or prescribed officers of
the Company.
7. FINANCIAL INFORMATION
7.1 The value of the net assets of OHL was R15 534 million as at the 30 June 2026, being the
date of the latest published audited annual financial statements for OHL, which were
prepared in accordance with International Financial Reporting Standards.
7.2 The profits attributable to the net assets of OHL was R5 992 million as at the 30 June 2026,
being the date of the latest published audited annual financial statements for OHL.
7.3 For further information on the assets, liabilities, business, financial position and
performance of OGL and OHL, please refer to the financial results of the Company for the
year ended 30 June 2026 which was released on SENS on 10 September 2026 and is
available on OGL's website at https://group.outsurance.co.za/results-and-reports/.
8. CIRCULAR TO SHAREHOLDERS
8.1 A circular prepared in accordance with the JSE Listings Requirements for purposes of the
Proposed Transaction will be issued by the Company in due course. The Circular will set
out inter alia:
8.1.1 the full details and terms of the Proposed Transaction;
8.1.2 salient dates and times in connection with the Proposed Transaction and the Annual
General Meeting; and
8.1.3 a statement from the independent directors of the Company regarding the corporate
governance processes that were followed to approve the Proposed Transaction.
8.2 The Circular will accompany the Company's notice of Annual General Meeting, which shall
include inter alia the resolutions required to approve and implement the
Proposed Transaction, as well as those matters traditionally dealt with at the Annual
General Meeting. The Annual General Meeting is expected to be held on Tuesday,
24 November 2026.
8.3 The dates and times outlined in this announcement may be amended by the Company,
subject to the approval of the JSE Limited, if required. Any such amendment will be
disclosed to Shareholders in an announcement to be released by the Company on SENS.
By order of the Board
Johannesburg
6 October 2026
Transaction Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor
Webber Wentzel
Forward looking statements
This announcement contains statements about OGL that are, or may be, forward-looking statements.
All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking
statements, including, without limitation, those concerning: strategy; the economic outlook for the
industries in which OGL operates or invests as well as markets generally; production; cash costs and
other operating results; growth prospects and outlook for operations and/or investments, individually or
in the aggregate; liquidity, capital resources and expenditure, statements in relation to the approval by
Shareholders or implementation of the Proposed Transaction. These forward-looking statements are
not based on historical facts, but rather reflect current expectations concerning future results and events
and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim",
"expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated",
"potential" or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or
future profits, cash flows, corporate strategy, earnings, share price performance and/or liquidity,
implementation of the Proposed Transaction and/or the benefits of the Proposed Transaction,
anticipated levels of growth, estimates of capital expenditures, acquisition and investment strategy,
expansion prospects or future capital expenditure levels and other economic factors, such as, among
others, growth and interest rates.
By their nature, forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the future.
OGL cautions that forward-looking statements are not guarantees of future performance. Actual results,
financial and operating conditions, returns and the developments within the industries and markets in
which OGL operates and/or invests may differ materially from those made in, or suggested by, the
forward-looking statements contained in this announcement. All these forward-looking statements are
based on estimates, predictions and assumptions, as regards OGL, all of which estimates, predictions
and assumptions, although OGL believes them to be reasonable, are inherently uncertain and may not
eventuate or may not eventuate in the manner OGL expects.
Factors which may cause the actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied in those statements or
assumptions include matters not yet known to OGL or not currently considered material by OGL.
Shareholders should keep in mind that any forward-looking statement made in this announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of OGL not to develop as expected may emerge from time to time and it
is not possible to predict all of them. Further, the extent to which any factor or combination of factors
may cause actual results, performance or achievement to differ materially from those contained in any
forward-looking statement is not known.
To the maximum extent permitted by law, OGL makes no representation or warranty as to the currency,
accuracy, reliability or completeness of any forward-looking statement contained in this announcement.
Readers are cautioned not to place reliance on such statements. OGL and its directors, officers,
employees, advisers, agents and other intermediaries disclaim any obligation or undertaking to update
publicly or release any revisions to these forward-looking statements, whether to reflect new
information, events or circumstances after the date of this announcement, the occurrence of future
events or otherwise, except as may be required by law. These forward-looking statements and any
other financial information contained in this announcement have not been reviewed or reported on by
the Company’s external auditors.
Date: 06/10/2026 08:00:00
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