Huge : concludes takeover transaction of Tethys mobile

HUGE GROUP LIMITED

(Registration number 2006/023587/06)

Share code: HUG ISIN: ZAE000102042

("Huge" or "Huge Group" or "the Company")

HUGE GROUP CONCLUDES TAKEOVER TRANSACTION OF TETHYS MOBILE

The board of directors of Huge Group is pleased to announce that it has concluded a series of transactions (the Transactions) with the shareholders and creditors of Tethys Mobile Proprietary Limited (Tethys), which will result in Tethys becoming a wholly owned subsidiary company of a foreign company controlled by Huge Group.

Huge Group intends to change the name of Tethys to Huge Digital Enablement Proprietary Limited as soon as the Transactions are implemented, and the company successfully exits the business rescue process. Tethys was South Africa and Africa's first MVNO when it launched to the market in 2006. The business was previously Virgin Mobile South Africa Proprietary Limited, which entered business rescue in September 2020.

The Transactions are subject to various conditions, the most notable being the finalisation of Huge Group's due diligence.

Huge Group's rationale for acquiring Tethys is the indirect acquisition of its software and technology platform and the intellectual property related to this software and technology platform. The intention is to leverage the world-class technology built into this software and technology platform and the operational capabilities that exist in support of it. Over the past 16 years, Tethys has created a very sophisticated technical and operational capability linked to this software and technology that will allow the company to provide a Platform-as-a-Service or PaaS to organisations who aspire to provide mobile virtual network operator or MVNO services. The software and technology platform includes a multi-tenant capable CRM, Billing and Online Charging System that provides enhanced billing, customer and subscriber management, product, tariff, and real-time rating capabilities.

The Transactions, when implemented, will see the post-commencement creditors who supported Tethys during the business rescue process settled in full; this includes Tethys subscribers who were due refunds after its access to network services was terminated in September 2021. As part of the Transactions, Huge Group will acquire Cell C's claims against Tethys as well as the claims of various pre-commencement creditors.

Business rescue is a process defined by the Companies Act 2008. It aims to facilitate the rehabilitation of a company that is 'financially distressed' by providing for the temporary supervision of the company and the management of its affairs, business and property by a business rescue practitioner, a temporary moratorium or 'stay' on the rights of claimants against the company or in respect of property in its possession, and the development and implementation (if approved) of a business rescue plan to rescue the company by restructuring its business, property, debt, affairs, other liabilities and equity.

The business rescue process has allowed the business rescue practitioners and management team to ensure the continuation of the business and for a meaningful outcome to be achieved by the affected parties.

Transaction categorisation

The Transactions are not categorisable as a transaction in terms of the JSE Listings Requirements.

Johannesburg

6 July 2022

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