Caxton and CTP Publishers and Printers Limited (JSE:CAT) made an offer to acquire remaining stake in Cognition Holdings Limited (JSE:CGN) for ZAR 60 million on March 14, 2024. The consideration in terms of the offer is ZAR 1.07 per offer share payable in cash. The maximum scheme consideration will be ZAR 60.05 million. The offeror has confirmed to the company that sufficient cash resources are available for the payment of the scheme consideration in terms of the scheme. The scheme will be subject to the fulfilment of the following conditions precedent by June 30, 2024, or such later date as the offeror and the company may agree to in writing, approval of the scheme by the requisite majority of Cognition shareholders, the approval and the implementation of such resolution by the court as contemplated in section 115(3)(a) of the Act, expert having prepared and submitted a fair and reasonable opinion to the independent board and independent board having resolved to recommend acceptance of the scheme to the Cognition shareholders. Cognition's Independent Board unanimously recommend that Scheme Members vote in favour of the Scheme at the Scheme Meeting. The offeror confirms that it presently owns or controls 173.14 million ordinary shares in the Cognition, constituting 75.52% of its issued share capital. The date on which the Scheme becomes operative is expected to be on June 10, 2024.

Fluxmans Attorneys acted as legal advisor to Caxton and CTP Publishers and Cognition, and Mazars Corporate Finance (Pty) Ltd acted as accountant to Caxton and CTP Publishers, Bdo South Africa Incorporated acted as accountant to Cognition holdings Limited, and Exchange Sponsors (Pty) Limited is the independent expert to Cognition.