Cognition Holdings Limited (JSE:CGN) agreed to acquire 50.01% stake in Private Property Listings (pty) Ltd from CTP Limited for ZAR 127 million on October 8, 2018. Consideration is to be settled through the issue of 105.833 million Cognition shares. The Consideration Shares will be issued to CTP on the fifth business day following the date on which the last of the Suspensive Conditions is fulfilled or waived. Pursuant to the proposed Acquisition, CTP will, together with Caxton, become the controlling shareholder of Cognition by virtue of the issue of the Consideration Shares and accordingly. The Acquisition is subject to the Suspensive Conditions that on or before the “Long Stop Date”, January 16, 2019, the approvals, if any, required by the Competition Act, 1998 (Act 89 of 1998) (“Competition Act”), for the implementation of the Acquisition shall have been granted, either unconditionally or subject to such conditions as have been approved in writing by Cognition; on October 22, 2018 as of 17:00 (South African time), Cognition shall not have delivered to CTP notification that it is dissatisfied with the results of its due diligence investigation and does not wish to proceed with the Acquisition; as of 17:00 (South African time) on November 7 , 2018 CTP Limited shall have made all filings, if any, required under the Competition Act for the implementation of the Acquisition, and shall have provided Cognition with written confirmation thereof, on or November 27, Cognition shall have obtained a special resolution of its shareholders approving the Acquisition, solely to the extent required under the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”) and the Listings Requirements of the JSE; on or before the Long Stop Date, CTP shall have obtained a board resolution of Private Property approving the transfer of the Sale Shares to Cognition; on or before the Long Stop Date, CTP and Cognition shall have signed a deed of adherence to the Shareholders Agreement; 2.4.7 on or before the Long Stop Date, the Takeover Regulation Panel (“Panel”) shall have exempted Cognition and Private Property from compliance with their obligations (including any obligation of Cognition to make any offer) in terms of Part B and Part C of Chapter 5 of the Companies Act and the Takeover Regulations in respect of the sale of the Sale Shares; on or before the Long Stop Date, Cognition Shareholders (excluding the Caxton Group) shall have approved the transactions contemplated in the Acquisition Agreement and shall have waived any entitlement to any minority offer by the Caxton Group; and on or before the Long Stop Date, the Panel shall have exempted the Caxton Group from compliance with their obligations (including any obligation of the Caxton Group to make any offer) in terms of Part B and Part C of Chapter 5 of the Companies Act and the Takeover Regulations in respect of the acquisition of the Consideration Shares. The proposed Acquisition - which constitutes a ‘related party transaction’ in terms of the Listings Requirements – will be subject to approval by Cognition shareholders present or represented in general meeting and voting and Cognition will be required to obtain a Fairness Opinion on the Acquisition and the Board is required to include a statement in the circular to be issued to shareholders (“Circular”) confirming whether the Acquisition is fair to shareholders. The effective date of the Acquisition will be January 1, 2019. As of January 25, 2019, The Competition Tribunal has denied the approval and contended that the parties related to the transaction had failed to show good cause to vary the conditions.