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Joint announcement regarding a firm intention by the Offeror to acquire all of the ordinary shares in the issued share capital of Mahube, the proposed delisting and withdrawal of cautionary announcement ("Firm Intention Announcement")
Mahube Infrastructure Ltd Kholosani Newco 8 (Pty) Ltd
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06) (Registration number: 2025/809623/07)
ISIN: ZAE000290763 (the "Offeror")
JSE code: MHB
(the "Company" or "Mahube")
JOINT ANNOUNCEMENT REGARDING A FIRM INTENTION BY THE OFFEROR TO
ACQUIRE ALL OF THE ORDINARY SHARES IN THE ISSUED SHARE CAPITAL OF
MAHUBE, THE PROPOSED DELISTING AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT ("FIRM INTENTION ANNOUNCEMENT")
1 INTRODUCTION
1.1 Reference is made to the cautionary announcement released on SENS on 8
September 2026 as well as the further cautionary announcement released on
SENS on 21 October 2026 (collectively the "Cautionary Announcement"), in
terms of which Mahube shareholders ("Shareholders") were advised that the
Company had received a non-binding expression of interest from a consortium to
acquire all of the Company's ordinary shares in issue.
1.2 Shareholders are advised that the Company has entered into a written offer and
implementation agreement ("Implementation Agreement") with the Offeror, in
terms of which, inter alia, the Offeror has expressed its firm intention to make an
offer ("Offer") to acquire all of the issued ordinary shares of the Company
("Shares") held by the Scheme Participants (as defined in paragraph 4.1.2 below)
("Scheme Shares"), for a cash consideration of R10.06 per Scheme Share
("Scheme Consideration"), on the further terms and conditions set out in this
announcement ("Proposed Transaction").
1.3 The Proposed Transaction contemplates -
1.3.1 a cash offer by the Offeror to acquire all of the Scheme Shares for the Scheme
Consideration, by way of a scheme of arrangement in accordance with
section 114(1) of the Companies Act, No. 71 of 2008 ("Companies Act"), to be
proposed to Shareholders by the board of directors of Mahube, and to which
the Offeror shall be a party (the "Scheme"); and
1.3.2 the subsequent delisting of Shares from the exchange operated by the JSE
Limited (the "JSE") in terms of paragraph 1.8(d) of the JSE Listings
Requirements (the "Delisting").
1.4 If the Scheme becomes operative, all of the Scheme Shares will be acquired by
the Offeror for the Scheme Consideration. The further terms and conditions of the
Proposed Transaction and the Scheme are set out in paragraph 4 of this Firm
Intention Announcement.
1.5 The board of directors of the Company (the "Board") has constituted an
independent board of directors (the "Independent Board") comprising Ms. M May,
Ms. T Zambane and Ms. N Maidi, being those non-executive directors of Mahube
whom the Company has indicated are "independent" directors (as contemplated in
regulation 108 of the Takeover Regulations contained in Chapter 5 of the
Companies Regulations, 2011 (the "Takeover Regulations").
1.6 The purpose of this Firm Intention Announcement is to, inter alia, advise
Shareholders of the terms and conditions of the Proposed Transaction, as
contemplated in regulation 101 of the Takeover Regulations.
2 RATIONALE FOR THE PROPOSED TRANSACTION
2.1 Mahube listed on the Main Board of the JSE in 2015 as a special purpose
acquisition company with a strategy of investing in "viable assets" within the
infrastructure and renewable energy sectors, with stable, long-term inflation linked
returns for investors (the "Listing"). Mahube's principal assets include minority
equity investments in Dorper Wind Farm (RF) (Pty) Ltd (Dorper Wind Farm),
Oakleaf Investment Holdings 79 (Pty) Ltd (Lesedi Solar Farm), Firefly Investments
253 (RF) (Pty) Ltd (Letsatsi Solar Farm), Jasper Power Company (RF) (Pty) Ltd
(Jasper Solar Farm) and Coria (PKF) Investments 28 (RF) (Pty) Ltd (Noblesfontein
Wind Farm).
2.2 The purpose of the Listing was, inter alia, to provide the Company with a platform
to raise equity funding to pursue growth and investment opportunities, to provide
the Company with the ability to use its listed ordinary shares to fund future
acquisitions and to enhance the liquidity and tradability of the ordinary shares of
the Company.
2.3 At this stage, the Mahube Board believes that Mahube's continued listing on the
JSE is not optimal to achieve the intended purpose as set out in paragraph 2.2
above and that the Company would be better placed to access equity funding for
acquisitive growth at a lower cost of capital in a different environment while
eliminating the costs associated with a JSE listing, which outweigh the benefits
thereof in the current environment.
2.4 The Mahube Board has therefore resolved to propose the Scheme in order to
afford Mahube Shareholders the opportunity to decide on the merits of the
Proposed Transaction and, should the Scheme become operative, to realise their
investment in the Company in full, for cash, at a sizeable premium to the prevailing
market price of the Shares, as detailed in paragraph 4.3 below, and slightly below
the net asset value per Share.
2.5 Insofar as the Offeror is concerned, the Proposed Transaction presents a good
investment opportunity for participation in an established portfolio of assets that
exhibit the commercial, financial and operational characteristics that align closely
with those of the Offeror and its stakeholder's investment profile and portfolio
companies at present.
3 INFORMATION ABOUT THE OFFEROR
3.1 The Offeror is a special purpose vehicle through which the Proposed Transaction
will be implemented. The shareholders of the Offeror are Kholosani Newco 9 (Pty)
Ltd ("Kholosani 9"), Matlotleng Capital (Pty) Ltd ("Matlotleng") and Damazuzu
Investments (Pty) Ltd ("Damazuzu") (collectively, the "Offeror").
3.2 Kholosani 9 is a black-owned South African infrastructure investment company
founded by Mr. Indiran Pillay. Damazuzu is a South African infrastructure
investment company focused primarily on renewable energy. Damazuzu has
participated in the REIPPPP since Bid Window 1 and has more recently acquired
interests in grid-scale private power projects. It is led by its managing director,
Bheki Welcome Lembede, a professional electrical engineer, ("Lembede") and is
wholly-owned by the Damazuzu Share Trust, of which Lembede and his minor
children are beneficiaries.
3.3 Damazuzu and Kholosani 9 hold a portfolio of 20 renewable energy assets
spanning the solar PV, concentrated solar thermal (CSP) and wind power
generation sectors, collectively generating approximately 1,000 GWh per annum
of clean energy. Kholosani 9's existing investments include Jasper, Lesedi and
Letsatsi, which are three of the five REIPPPP assets in which Mahube itself holds
indirect minority interests. Kholosani 9 is a co-shareholder alongside Mahube in
at least three of its investee projects.
3.4 Matlotleng holds 20% of the issued shares in the Offeror. Matlotleng is wholly
owned by Matlotleng Properties (Pty) Ltd ("Matlotleng Properties"), which is in
turn wholly owned by the Matlotleng Trust. The trustees of the Matlotleng Trust
are Mr. Gontse Moseneke, Mrs. Jeanette Moseneke and Mr. Kutlwano
Motlhabane. The discretionary income beneficiaries of the Matlotleng Trust are
Mr. Gontse Moseneke, Mrs. Jeanette Moseneke, the children and grandchildren of
Mr. Gontse Moseneke, the siblings of Mr. Gontse Moseneke and the parents of
Mrs. Jeanette Moseneke, and its capital beneficiaries are the children of Mr.
Gontse Moseneke, presently Mr. Botshelo Moseneke and Miss. Bontle Moseneke.
Through Matlotleng Properties, the Matlotleng Trust holds an indirect beneficial
interest of 100,000 shares (0.18%) in Mahube. Matlotleng was incorporated to be
an investment holding entity and, to date, has yet to trade meaningfully. The
directors of Matlotleng are Mr. Gontse Moseneke and Mrs. Jeanette Moseneke,
and Mr. Gontse Moseneke is the sole director of Matlotleng Properties.
3.5 Mr. Gontse Moseneke, the chief executive officer and a director of the Company,
is a trustee and discretionary income beneficiary of the Matlotleng Trust, a director
of Matlotleng and Matlotleng Properties, and a member of the deal team
representing the Offeror. He does not hold any shares in Matlotleng, Matlotleng
Properties or the Offeror in his personal capacity. The implications of Mr.
Moseneke's participation in the Scheme, and the arrangements put in place to
manage the resulting conflict of interest, are dealt with in paragraph 11.3 below.
3.6 All three of Kholosani 9, Matlotleng and Damazuzu are "black persons" or "black
entities" for purposes of the Broad-Based Black Economic Empowerment Act No.
53 of 2003 and the Codes of Good Practice promulgated thereunder.
4 TERMS AND CONDITIONS OF THE SCHEME
4.1 Scheme Participants
4.1.1 The Scheme constitutes an "affected transaction" as defined in section
117(1)(c)(iii) of the Companies Act and, as such, the Scheme is regulated by
the Companies Act and the Takeover Regulations and is regulated by the
Takeover Regulation Panel, established in terms of section 196 of the
Companies Act ("Takeover Panel"). The Offer also constitutes an "offer" as
contemplated in section 1.10(c) of the JSE Listings Requirements.
4.1.2 In terms of the Scheme, the Scheme Participants are all the registered holders
of Shares, as reflected in the securities register of Mahube on the record date
for participation in the Scheme (which record date shall be specified in the
circular to shareholders in respect of the Scheme ("Circular")) (the "Scheme
Record Date"), excluding (i) the Offeror, to the extent that it holds any Shares;
(ii) the holders of any Shares held by the Company's subsidiaries (the "Treasury
Shares"); and (iii) dissenting shareholders whose rights in respect of their
Shares have not been reinstated as envisaged in sections 164(9) and 164(10)
and/or section 164(15)(c)(v)(aa) of the Companies Act, whether voluntarily or
pursuant to a final order of court (each such Shareholder a "Dissenting
Shareholder"), (the "Scheme Participants").
4.1.3 As at the date of this Firm Intention Announcement, the issued share capital of
the Company comprises 55,151,000 shares.
4.2 The Scheme
4.2.1 In terms of the Scheme, the Offeror will, on the Implementation Date, acquire
all of the Scheme Shares held by the Scheme Participants for the Scheme
Consideration, as contemplated by section 114(1)(c) of the Companies Act.
Shareholders will not be entitled to elect to retain any of their Shares.
4.2.2 The implementation of the Scheme will be subject to the fulfilment or waiver (as
the case may be) of the Scheme Conditions. It is recorded that the issuance by
the Takeover Panel of its compliance certificate in terms of section 121(b) of the
Companies Act shall not be a Scheme Condition, but shall nevertheless be a
necessary legal pre-requisite and formality to be completed after the Scheme
becomes unconditional in accordance with its terms.
4.3 Scheme Consideration
4.3.1 The Scheme Consideration shall be a cash consideration of R10.06 per
Scheme Share.
4.3.2 The Scheme Consideration will be paid in cash to the Scheme Participants on
the date in accordance with the JSE corporate action timetable (being presently
the first business day in South Africa ("Business Day") immediately after the
Scheme Record Date in respect of Scheme Participants).
4.3.3 The Scheme Consideration represents a premium of 140.7% to the closing
share price of R4.18 on 7 September 2026 and a premium of 140.7% to the 30-
day volume weighted average share price of the Company of R4.18 per share
as at 7 September 2026, being the last practicable date prior to the publication
by the Company of the Cautionary Announcement in respect of the Proposed
Transaction.
4.3.4 The Scheme Consideration represents a premium of 67.1% to the closing share
price of R6.02 on 3 November 2026 and a premium of 95.7% to the 30-day
volume weighted average share price of the Company of R5.14 per share as at
3 November 2026, being the last practicable date prior to the date of this Firm
Intention Announcement.
4.4 Scheme Conditions
4.4.1 The implementation of the Scheme will be subject to the fulfilment or waiver, as
applicable, of each of the following conditions precedent ("Scheme
Conditions"), namely that by not later than 23h59 on 30 June 2027, being the
date falling 8 months after the date of signature of the Implementation
Agreement, or such later date as the Company and the Offeror may agree in
writing (subject to the approval of the Takeover Regulation Panel, where
applicable) (the "Long Stop Date") –
4.4.1.1 the Scheme is approved by the requisite majority of Mahube Shareholders,
as contemplated in section 115(2)(a) of the Companies Act, at the meeting
of Shareholders convened for purposes of considering the Scheme
("Scheme Meeting") (such special resolution the "Scheme Resolution"),
and in the event of the provisions of section 115(2)(c) of the Companies Act
becoming applicable -
4.4.1.1.1 the Company not treating the Scheme Resolution as a nullity as
contemplated in section 115(5)(b) of the Companies Act (which it may not
do unless it is instructed to do so by the Offeror as contemplated in the
Implementation Agreement); and
4.4.1.1.2 by 23h59 on the later of (i) the Long Stop Date, and (ii) the 40th Business
Day after the Scheme Resolutions are adopted, either of the following
occurs, (a) the High Court of South Africa approves the implementation of
the Scheme Resolutions and no appeal or review is timeously lodged or,
if timeously lodged, the appeal or review is not successful, or (b) the
provisions of section 115(2)(c) of the Companies Act cease to be
applicable due to abandonment or withdrawal of the proceedings;
4.4.1.2 in the event of Mahube Shareholders exercising their Appraisal Rights (if
any), either -
4.4.1.2.1 no Shareholder gives notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act, alternatively
Shareholders give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote against the
Scheme Resolution at the Scheme Meeting, in respect of 5% or less of all
of the Shares in issue. Any notice of objection given by a Shareholder
which is subsequently withdrawn before the Scheme Meeting will reduce
the number of Shares in respect of which notices of objection are given;
or
4.4.1.2.2 if Shareholders do give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote against the
Scheme Resolution in respect of more than 5% of all of the Shares in
issue (excluding Treasury Shares), then, by the 30th Business Day
following the Scheme Meeting, Dissenting Shareholders have not
exercised Appraisal Rights, by giving valid demands in terms of
sections 164(5) to 164(8) of the Companies Act, in respect of more than
5% of all the Shares in issue. Any demand made in terms of
sections 164(5) to 164(8) of the Companies Act which is subsequently
withdrawn by the 30th Business Day following the Scheme Meeting will
reduce the number of Shares in respect of which Appraisal Rights are
exercised. In the circumstances, this Scheme Condition will not be
considered to have failed until the 30th Business Day following the
Scheme Meeting, notwithstanding the fact that Dissenting Shareholders
may initially have exercised their Appraisal Rights in respect of more than
5% of all the Shares in issue (excluding Treasury Shares) prior to such
date;
4.4.1.3 the approval of the Financial Surveillance Department of the South African
Reserve Bank ("SARB") of the Circular (or written confirmation that such
approval is not required) has been obtained on an unconditional basis or, to
the extent that any such approval is subject to any obligation, undertaking,
condition or qualification, the Party adversely affected by the obligation,
undertaking, condition or qualification confirms in writing to the other that the
condition is acceptable to it, which confirmation shall not be unreasonably
withheld or delayed;
4.4.1.4 all other regulatory consents necessary in law to implement the Scheme,
including, inter alia, the approval by the Takeover Panel and JSE of the
Circular and the approval of the Competition Authorities, have been obtained
on an unconditional basis or, to the extent that any such regulatory consents
are subject to any obligation, undertaking, condition or qualification, the party
adversely affected by the obligation, undertaking, condition or qualification
confirms in writing to the other that the condition is acceptable to it or them,
which confirmation shall not be unreasonably withheld or delayed. It is noted
that the approval of the Circular by the Takeover Panel and the issue of a
compliance certificate by the Takeover Panel are mandatory legal
requirements in terms of section 119(4) read with section 121(b) of the
Companies Act; and
4.4.1.5 to the extent required, the counterparties to the material contracts identified
in the Implementation Agreement, being the agreements and founding
documents setting out the rights and obligations of the Mahube Group in
relation to the various intermediate holding companies and project
companies in which the Mahube Group holds an interest, including, inter alia,
senior debt and facilities agreements, power purchase agreements with
NTCSA and implementation agreements concluded with the Department of
Energy and Electricity, shareholders agreements and memoranda of
incorporation, have provided their written consents to the change of control
or change in shareholding (as applicable) of the Company, or any indirect
change of control of any Mahube and its subsidiaries from time to time
("Group" or "Mahube Group Company"), pursuant to the Scheme, in a form
and substance reasonably acceptable to the Offeror.
4.4.2 The Scheme Conditions set out in paragraphs 4.4.1.2 and 4.4.1.5 are stipulated
for the benefit of the Offeror and may be waived by the Offeror, in whole or in
part, by notice in writing to the Company prior to the relevant date for fulfilment
thereof. The Scheme Condition set out in paragraph 4.4.1.1 is for the benefit of
both the Company and the Offeror and may be waived by written agreement
between them prior to the relevant date for fulfilment thereof.
4.4.3 The date or dates for fulfilment or waiver of the Scheme Conditions, or any one
or more of them, may be extended by written agreement between the Company
and the Offeror.
4.4.4 Upon the publication on SENS of the finalisation announcement, jointly
approved in writing by the Company and the Offeror, confirming that all of the
Scheme Conditions have been fulfilled or waived (as the case may be), the
Scheme will become unconditional and the Scheme Conditions will be regarded
as having been deleted (pro non scripto), such that neither the Company nor
the Offeror may thereafter rely on the non-fulfilment of any Scheme Condition
to avoid implementation of the Scheme.
5 MATERIAL PROVISIONS OF THE IMPLEMENTATION AGREEMENT
5.1 Interim conduct undertakings
In terms of the Implementation Agreement, Mahube has provided certain interim
period undertakings to the Offeror that are appropriate for a transaction of the
nature of the Proposed Transaction, including that, during the period from the date
of signature of the Implementation Agreement until the earlier of settlement of the
Scheme Consideration and termination of the Implementation Agreement
("Interim Period"), neither Mahube nor its subsidiaries ("Group" or " Mahube
Group Company") shall, without the prior written consent of the Offeror (which
consent shall not be unreasonably withheld or delayed):
5.1.1 carry on its business otherwise than in the ordinary course and, in all material
respects, consistent with past practice and shall carry on its business in
substantial compliance with all material laws applicable to the Group;
5.1.2 make any distributions, provided that the foregoing restriction shall not apply to
the authorisation and payment of distributions by a project company or an
intermediate holding company in the ordinary course of business;
5.1.3 dispose of its direct or indirect equity investments in any project company, or
encumber, or acquire a new business, undertaking or asset with a value in
excess of R10,000,000;
5.1.4 incur any unbudgeted capital expenditure in excess of R5,000,000, either
individually or in aggregate;
5.1.5 raise any new debt financing;
5.1.6 enter into any contract or series of contracts (i) in countries other than South
Africa; and/or (ii) which are outside the normal course and scope of ordinary
business, with an annual expenditure in excess of R10,000,000, either
individually or in aggregate; or
5.1.7 make any incentive scheme awards.
These undertakings do not restrict the fiduciary duties, or the duty of care and skill,
of the Board, the Independent Board or the board of any Mahube Group Company
and will be included in the Circular.
5.2 Alternative proposals
5.2.1 In terms of the Implementation Agreement, Mahube has provided certain non-
solicitation and exclusivity undertakings to the Offeror that the Company and
Offeror consider appropriate in the circumstances, being that the Company will
not -
5.2.1.1 solicit, seek, initiate, encourage, support, entertain or facilitate the making of
any expression of interest, enquiry, proposal or offer regarding any proposal
or offer that constitutes, or is reasonably expected to lead to any expression
of interest, proposal or offer in respect of the Company or any Group
Company which holds all or substantially all of the assets and/or business of
the Group (other than the Scheme) regarding (i) the acquisition of all or more
than 35% (alone or together with the ordinary shares held at the time of the
expression of interest, proposal or offer) of the issued ordinary shares in the
Company or any such Group Company, and/or (ii) any merger,
amalgamation, share exchange, business combination, take-over bid, sale
or other disposition of all or the majority of the assets or business of the
Company or any such Group Company, recapitalisation, investment, share
issue, reorganisation, liquidation or any similar transaction, or series of
related transactions, which could reasonably be considered to be likely to
preclude the Scheme or its implementation (an "Alternative Proposal");
5.2.1.2 enter into, participate in, maintain or continue any discussions or negotiations
regarding any inquiry, expression of interest, proposal or offer that
constitutes, or is reasonably expected to lead to, an agreement, offer or
proposal for, or any indication of interest in, the implementation of any
transaction analogous to the Scheme;
5.2.1.3 otherwise take any action that might reasonably be expected to impede or
frustrate the implementation of the Scheme.
5.2.2 However, none of the restrictions contemplated in paragraph 5.2.1 precludes
the Company from furnishing information to, or entering into discussions or
negotiations with, any bona fide third party in response to an Alternative
Proposal which is, may be or may result in a Superior Proposal, where the Board
or the Independent Board concludes, acting in good faith, that such action is
required in order for it to comply with its fiduciary obligations under applicable
law, including the Companies Act and the Takeover Regulations.
5.2.3 A "Superior Proposal" is a bona fide unsolicited alternative proposal from a third
party for the acquisition of all of the Shares in issue which, inter alia, (i) is at a
cash consideration per Share at least 5% higher than the Scheme
Consideration; (ii) is not subject to a due diligence requirement or to third party
funding being obtained as a condition; and (iii) is determined by the Board or
the Independent Board, in its good faith judgement and after having consulted
its advisors, to be bona fide, capable of execution and on terms comparable to
or more favourable to Shareholders than the Scheme.
5.3 The Company is obliged to notify the Offeror of any firm alternative proposal
received and of its intention to furnish non-public information and/or enter into
discussions in relation to an Alternative Proposal, together with a copy of the
document containing such Alternative Proposal as soon as practically possible and
in any event by no later than within 3 Business Days of receipt thereof.
5.4 The Company has undertaken to provide the Offeror with at least 10 Business
Days written notice of any Superior Proposal (together with details of the principal
reasons as to why the Independent Board considers the Alternative Proposal to be
a Superior Proposal). During the foresaid 10 Business Day period, the Offeror is
entitled to match any Superior Proposal. This matching right does not prohibit the
Independent Board from considering, engaging on or recommending a Superior
Proposal, or from accepting it if the Offeror does not match it. Nothing in the
Implementation Agreement restricts the Company or the Independent Board from
complying with their fiduciary duties or with any requirement of applicable law or of
any regulatory body, including any requirement to make an announcement
concerning an Alternative Proposal or to convene a meeting of Shareholders.
5.5 Break Fee
5.5.1 The Implementation Agreement includes a break fee equal to 1% of the
aggregate Scheme Consideration ("Break Fee"), which is reciprocal and is
payable by the defaulting Party to the aggrieved Party only if the Implementation
Agreement or the Scheme is terminated as a result of (i) a material breach of
the Implementation Agreement by the defaulting Party which is not remedied
within 10 Business Days of written notice requiring such remedy, or (ii) the
making of a distribution by the Company in contravention of the Interim Period
undertaking contemplated in paragraph 5.1.2. The Break Fee is not payable by
reason of the Company or the Independent Board accepting or recommending
a Superior Proposal.
5.5.2 The Break Fee is payable within 10 Business Days after termination and, if paid
by the Company, constitutes the Offeror's sole remedy against the Company
and its directors, officers and employees in connection with the Implementation
Agreement and the Scheme.
5.6 Termination
The Implementation Agreement and the Scheme may be terminated, prior to the
last day to trade in respect of the Scheme, inter alia –
5.6.1 by the Company, if it has received an alternative proposal which the
Independent Board determines to be a Superior Proposal and in respect of
which the Offeror has not made a matching offer;
5.6.2 by either Party, if the Scheme is not approved by the requisite majority of
Shareholders at the Scheme Meeting;
5.6.3 by either Party, if any Scheme Condition is not fulfilled or waived by the relevant
date for fulfilment thereof, or becomes incapable of fulfilment and the Offeror
notifies the Company that it will not waive that Scheme Condition;
5.6.4 by the Offeror, on 5 Business Days' written notice, if a material adverse change
occurs, which right falls away once the Scheme Condition in paragraph 4.4.1.1
has been fulfilled or waived and which is subject to a dispute resolution process
before an independent expert in the event of a dispute regarding a "material
adverse change". A material adverse change is an event or circumstance, or
change in events or circumstances, or combination of events or circumstances
or change in events and circumstances, which has or will likely have a material
adverse effect on (i) the ability of the Company, any intermediate holding
company or any project company in the Group to perform and comply with its
obligations under any power purchase agreement with NTCSA, any
implementation agreement concluded with the Department of Energy and
Electricity or any Material Contract (including an enforcement and acceleration
of debt under a Material Contract by any third party funder); or (ii) the continued
validity, enforceability or effectiveness of any of the above agreements;
5.6.5 by the aggrieved Party, if the other Party commits a material breach of the
Implementation Agreement or the Scheme and fails to remedy that breach
within 10 Business Days of written notice requiring such remedy; or
5.6.6 upon written notice by the Offeror to the Company, if the Company makes a
distribution during the Interim Period in contravention of paragraph 5.1.2.
5.7 Reimbursement of actual transaction costs and limitation of liability
5.7.1 If the Implementation Agreement is terminated in the circumstances described
in paragraph 5.6.1 (i.e. where a Superior Proposal is not matched by the
Offeror), the Company will reimburse the Offeror for its actual transaction costs
(including legal advisory costs) incurred in connection with the Scheme from the
date of the Offeror's expression of interest on 15 July 2026 until the date of
termination, provided that such costs are properly documented, supported by
invoices and incurred in terms of a letter of engagement between the Offeror
and the relevant service provider. Legal costs incurred by the Offeror in
negotiating its finance documents with FirstRand Bank Limited (acting through
its Rand Merchant Bank division) ("RMB") are excluded. The reimbursement is
not a pre-determined or liquidated amount, is not a penalty and does not provide
the Offeror with any profit; it is limited to costs actually incurred and evidenced.
5.7.2 The reimbursement and the Break Fee arise from different events and the
aggregate liability of the Company to the Offeror for all causes of action arising
under the Implementation Agreement (including the Break Fee and any
reimbursement of transaction costs).
5.7.3 A party's aggregate liability for any cause of action arising out of the Scheme or
this Agreement (including for the cause of action giving rise to payment of the
Break Fee) is limited to 1% of the aggregate of the Scheme Consideration.
6 IRREVOCABLE UNDERTAKINGS
6.1 The Offeror has secured written irrevocable undertakings from Shareholders
holding 34.90% of the Shares in issue (excluding Treasury Shares) to, inter alia,
vote in favour of the Scheme.
6.2 As at the date of this Firm Intention Announcement, the Offeror has received
irrevocable undertakings from Shareholders as detailed in the table below:
Shareholder Number of Shares Percentage (%)
Specialised Listed 19,247,699 34.90
Infrastructure Equity En
Commandite Partnership,
represented herein by
SLIEP GP (Pty) Ltd, in its
capacity as the general
partner in SLIEP and
managed by Creation
Capital Services (Pty) Ltd
7 DELISTING
7.1 Pursuant to the implementation of the Scheme, the listing of all the Shares on the
Main Board of the JSE will be terminated, in terms of paragraph 1.8(d) of the JSE
Listings Requirements.
7.2 The Company will make timeous application to the JSE for the Delisting in the
event that the Scheme becomes wholly unconditional. The date on which trading
in the Shares will be suspended and the date on which the Delisting will become
effective will be set out in the Circular and announced on SENS.
8 FOREIGN SHAREHOLDERS
Foreign Shareholders are referred to the disclaimers set out at the end of this Firm
Intention Announcement, which will also be contained in the Circular
9 EXCHANGE CONTROL
9.1 The Offeror and the Company will apply for the requisite exchange control
approvals from the Financial Surveillance Department for the Proposed
Transaction.
9.2 Shareholders who are not resident in, or whose registered addresses are outside
the Common Monetary Area (being the countries comprising South Africa, the
Republic of Namibia and the Kingdoms of Eswatini and Lesotho), will need to
comply with the Exchange Control Regulations to be summarised in the Circular.
9.3 If Shareholders are in any doubt as to what action to take, they should consult their
professional advisors.
10 INDEPENDENT BOARD, INDEPENDENT EXPERT AND FAIR AND
REASONABLE OPINION
10.1 As required in terms of the Takeover Regulations, the Board has constituted the
Independent Board for the purposes of, inter alia, considering the terms and
conditions of the Scheme and advising Shareholders thereon. The Independent
Board comprises those members of the Board identified in paragraph 1.5 above.
10.2 The Independent Board has appointed Merchantec (Pty) Ltd as the independent
expert (the "Independent Expert"), in accordance with (i) section 114(2) of the
Companies Act and regulation 90 of the Takeover Regulations; and (ii) schedule 5
to the JSE Listings Requirements, to provide it with external advice in relation to
the Scheme, in the form of a fair and reasonable opinion as required by and in
compliance with section 114(3) of the Companies Act, as read together with
regulation 90(6) of the Takeover Regulations in respect of the Scheme, and in
terms of and in accordance with paragraph 1.10(d) of the JSE Listings
Requirements as read with Schedule 5 thereto (the "Independent Expert
Report").
10.3 The full substance of the Independent Expert Report in respect of the Scheme,
once prepared, and final views and recommendations of the Independent Board
will be included in the Circular referred to in paragraph 15 below.
11 PARTIES ACTING IN CONCERT AND RELATED PARTY CONSIDERATIONS
11.1 Mr. Gontse Moseneke, the Chief Executive Officer of the Company, is a director of
the Offeror and is also a director of Matlotleng (one of the direct shareholders of
the Offeror).
11.2 As noted in paragraphs 3.4 and 3.5, Mr. Gontse Moseneke holds an indirect
economic interest in both Mahube and the Offeror (through a family trust which in
which he is an income beneficiary), as detailed in paragraph 3 above. Accordingly,
Mr. Moseneke and any parties related to him are deemed to be acting in concert
with the Offeror for purposes of the Proposed Transaction.
11.3 Accordingly, Mr. Moseneke and any other Shareholder acting in concert with the
Offeror will be excluded from the quorum and voting on the Scheme Resolution in
terms of section 115(4) of the Companies Act. Mr. Moseneke has recused himself,
and will continue to recuse himself, from all deliberations and decisions of the
Board in relation to the Proposed Transaction.
Name of concert party Number of Shares Percentage (%)
Matloleng Properties 100, 000 0.18%
11.4 There were no dealings in Shares by the Offeror and by each concert party during
the 6-month period prior to the date of this Firm Intention Announcement.
12 INTENTIONS OF THE OFFEROR IN RELATION TO MAHUBE
The Offeror intends that the business of Mahube and the Mahube Group will continue
to be conducted substantially as it is at present following the implementation of the
Proposed Transaction, save for the consequences of the Delisting.
13 CASH CONFIRMATION
In accordance with regulation 111(4) and regulation 111(5) of the Takeover
Regulations, the Offeror has provided an irrevocable unconditional bank guarantee,
issued by RMB, to the Takeover Panel, which confirms that the Offeror will have
sufficient cash resources in terms of regulation 111 of the Takeover Regulations to
satisfy payment of the maximum Scheme Consideration in respect of the Scheme and
has been calculated on the basis that there are 55,151,000 Shares in issue.
14 SALIENT DATES AND TIMES
The salient dates and times of the Proposed Transaction will be announced on SENS
when the Circular is distributed.
15 DOCUMENTATION
15.1 Mahube and the Offeror will jointly issue a circular to Shareholders, containing full
terms and conditions of the Scheme and containing a notice to convene a general
meeting of Shareholders to consider and, if appropriate, approve the Scheme. The
Circular will further include the Independent Expert Report, the opinion and
recommendation of the Independent Board and the pertinent dates relating to the
Scheme and necessary forms to give effect to the Scheme.
15.2 The Circular is expected to be distributed to Mahube Shareholders within
20 Business Days after the date of this Firm Intention Announcement or such
longer period as may be allowed by the Takeover Panel. A copy of the Circular will
also be available on SENS and on Mahube's website (https://mahube.africa/) from
the date of distribution.
16 WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to the release of this Firm Intention Announcement, Shareholders are
advised that caution is no longer required to be exercised when dealing in Shares.
17 RESPONSIBILITY STATEMENT
17.1 Mahube
The Independent Board individually and collectively accepts full responsibility for
the accuracy of the information in respect of Mahube and the Scheme contained
in this Firm Intention Announcement. In addition, the Independent Board certifies
that to the best of its knowledge and belief, the information contained in this Firm
Intention Announcement (excluding the information for which the Offeror accepts
responsibility) is true and, where appropriate, does not omit anything that is likely
to affect the importance of the information contained herein or which would make
any statement false or misleading, and that all reasonable enquiries to ascertain
such information have been made and this Firm Intention Announcement contains
all information required by law and the JSE Listings Requirements.
17.2 Offeror
The board of directors of the Offeror individually and collectively accepts full
responsibility for the accuracy of the information in respect of the Offeror, its
shareholders, and the Scheme as contained in this Firm Intention Announcement.
In addition, the board of directors of the Offeror (excluding members of its
independent board of directors) certifies that to the best of its knowledge and belief,
the information contained in this Firm Intention Announcement regarding the
Offeror, its shareholders, and the Scheme is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained
herein or which would make any statement false or misleading, and that all
reasonable enquiries to ascertain such information have been made and this Firm
Intention Announcement contains all information required by law.
Sandton
5 November 2026
Legal Advisor to the Offeror Corporate Advisor and Sponsor to Mahube
Cliffe Dekker Hofmeyr Questco Corporate Advisory
Legal Advisor to Mahube Independent Expert
Werksmans Attorneys Merchantec (Pty) Ltd
Transaction Advisor to the Offeror Transaction Advisor to the Offeror
Tactus Capital Advaya Consulting
Disclaimers
The release, publication or distribution of this Firm Intention Announcement in jurisdictions
other than South Africa may be restricted by law. The implementation of the Scheme may
be affected by the laws of the relevant Foreign Shareholders' jurisdictions. In this regard,
Foreign Shareholders are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by the Offeror or the Company to obtain any approval,
authorisation or exemption to permit the implementation of the Scheme or the possession
or distribution of this Firm Intention Announcement (or any other publicity material relating
to the Scheme) in any jurisdictions other than South Africa.
The Scheme is being conducted under the procedural requirements and disclosure
standards of South Africa which may be different from those applicable in other
jurisdictions. The legal implications of the Scheme on persons resident or located in
jurisdictions outside of South Africa may be affected by the laws of the relevant jurisdiction.
Such persons should consult their professional advisors and inform themselves about any
applicable legal requirements, which they are obligated to observe. It is the responsibility
of any such persons participating in the Scheme to satisfy themselves as to the full
observance of the laws of the relevant jurisdiction in connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this
Firm Intention Announcement and to be contained in the Circular in relation to those
jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and
satisfy themselves as to the applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States
This Firm Intention Announcement is not an offer of securities for sale in the United States
of America ("US"). The Scheme Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act"), or with any Authority of
any state or other jurisdiction in the US and may not be offered, sold, exercised, transferred
or delivered, directly or indirectly, in or into the US at any time except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act and applicable state and other securities laws of the US.
The Scheme Shares have not been and will not be listed on a US securities exchange or
quoted on any inter-dealer quotation system in the US. The Company does not intend to
take any action to facilitate a market in the Scheme Shares in the US. Consequently, it is
unlikely that an active trading market in the US will develop for the Shares.
The Scheme Shares have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the US or any other Authority
in the US, nor have any of the foregoing authorities passed comment on, or endorsed the
merit of, the Scheme or the accuracy or the adequacy of this Firm Intention Announcement
or the information contained herein. Any representation to the contrary is a criminal offence
in the US.
Notice to Foreign Shareholders located in the European Economic Area ("EEA") and
the United Kingdom ("UK")
This Firm Intention Announcement is not a prospectus, for the purposes of the Prospectus
Regulation (EU) 2017/1129 or Regulation (EU) No 2017/1129 as amended by The
Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018 as amended, on the basis that the Scheme
Shares are not being admitted to trading on a regulated market situated or operating within
the EEA or the UK, nor is there an offer to the public in respect of the Scheme Shares in
any member state of the EEA or in the UK. Accordingly, any person making or intending to
make any offer for the Scheme Shares should only do so in circumstances in which no
obligation arises for Offeror or the Company to produce a prospectus for such offer. The
Company has not authorised the making of any offer for Scheme Shares through any
financial intermediary.
Date: 05/11/2026 03:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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