DP World Limited (UNQ-ARE:DPW) agreed to acquire Imperial Logistics Limited (JSE:IPL) from Ukhamba Holdings (Proprietary) Limited, Imperial Corporate Services (Proprietary) Limited, Public Investment Corporation Limited, M&G Investment Management Limited, PSG Asset Management (Pty) Ltd. and others for ZAR 12.7 billion on July 8, 2021. The offer of acquisition was for cash offer of ZAR 66 per share. The acquisition will be funded from existing available resources. If DP World terminates the transaction, Imperial shall pay to DP World a break fee in an amount of ZAR 127.29 million which has been calculated as 1% of the aggregate Scheme Consideration as at the Signature Date. If any condition is not fulfilled then DP World shall pay to Imperial a break fee in an amount of ZAR 127.29 million which has been calculated as 1% of the aggregate Scheme Consideration. This transaction is subject to customary closing conditions, including Imperial shareholder approval, regulatory approvals, SA Competition Authorities approval, European Commission approval, COMESA Competition Commission approval, approval of authorities including Competition and Consumer Authority of Botswana, Competition Regulatory Authority of Mozambique, Federal Competition and Consumer Protection Commission of Nigeria, Namibian Competition Commission, Italian FDI Authority, Spanish FDI Authority, German Ministry for Economic Affairs and Energy, all competition and other regulatory approvals. DP World made to Ukhamba, and Ukhamba has accepted offer and give an irrevocable undertaking to vote its Ordinary Shares in favor of the Scheme. A non-binding letter of support from Abax Investments Proprietary Limited is signed confirming its support for acquisition. Independent Board of Imperial unanimously and unconditionally concluded that the Scheme Consideration is fair and reasonable to recommend to the Ordinary Shareholders that they vote in favour of the Scheme. Transaction is expected to close in 4Q 2021 or 1Q 2022. On August 19, 2021, Scheme is expected to close by February 1, 2022. On February 3, 2022, Imperial, DP World and DP World Shareholder entered into the second addendum to the Transaction Implementation Agreement (the "Addendum") in order to, inter alia, extend the Scheme Cut-off Date, from Thursday, February 3, 2022 to Monday, March 7, 2022. As on February 25, 2022, the transaction is approved by regulatory authorities and competition tribunal. The transaction has accordingly also become unconditional and is expected to complete on March 14, 2022. As a consequence of this transaction, the Delisting of the Imperial's Ordinary Shares from the Main Board of the securities exchange operated by the JSE will be implemented on March 15, 2022.

UBS South Africa (Proprietary) Limited acted as independent expert and Morgan Stanley (NYSE:MS) acted as financial advisor, Bowman Gilfillan Incorporated acted as legal advisor to Imperial Logistics Limited in the transaction. Deutsche Bank AG, London Branch acted as financial advisor, Webber Wentzel and Clifford Chance LLP acted as legal advisors for DP World. Computershare Investor Services Proprietary Limited acted as transfer agent for Imperial Logistics. Deniz Tas, Tim Lewis, Robin Abraham, Greg Olsen, Thomas Krecek, Jeroen Thijssen, Tariq Imam, Paolo Sersale, Niek De Pauw, Pieter De Bock, Thijs Legters, Andrew Patterson, Chinwe Chapman-Odimba, Sarah McAleer, Ines Keitel, Nigel Howorth, Vanessa Marsland, George Kleinfeld, Patricia Barratt of Clifford Chance LLP acted as legal advisor to DP World in the transaction. The Clifford Chance team drew expertise from various practice groups and offices across its network and was supported by South African local counsel, Gareth Driver and Seraj Haroun of Webber Wentzel.

DP World Limited (UNQ-ARE:DPW) completed the acquisition of Imperial Logistics Limited (JSE:IPL) from Ukhamba Holdings (Proprietary) Limited, Imperial Corporate Services (Proprietary) Limited, Public Investment Corporation Limited, M&G Investment Management Limited, PSG Asset Management (Pty) Ltd. and others on March 14, 2022.