Reatile Group Proprietary Limited entered into an Implementation Agreement to acquire Hulisani Limited (JSE:HUL) from Mazi Capital (Pty) Limited, PC Mdoda and others for approximately ZAR 220 million on November 9, 2021. Under terms of transaction, Reatile has agreed to make the Offer to acquire the Hulisani Shares from Hulisani Shareholders for a consideration of ZAR 4.30 per Hulisani Share, payable in cash plus an agterskot payment. Reatile will fund the Scheme Consideration from its own available cash resources. Upon implementation of the Scheme, it is proposed that all of the Hulisani Shares will be delisted from the JSE and become a wholly-owned subsidiary of Reatile. Transaction is subject to approval by Hulisani Shareholders which is expected not later by February 22, 2022, and thereafter transaction become unconditional. The receipt of the unconditional approval of the Scheme in writing by the relevant South African competition authority is also required. The Hulisani board of directors has in accordance with regulation 108 of the Takeover Regulations constituted an independent board of directors comprising Patrick Birkett, Karabo Kekana and Dudu Hlatshwayo amongst others, consider the terms of the Proposed Transaction and make a recommendation to the Hulisani Shareholders.

Transaction is also subject to approval of the implementation of the Scheme Resolution by the Court, the Offeror has procured the written consent of the Department of Minerals Resources and Energy Offeror has procured the Debt Funding and all regulatory approvals are received. Reatile has procured that the counterparties to any debt funding in relation to Rustmo and Kouga Wind Farm and or such debt funding in order for the Scheme to be implemented without triggering any event of default or other potential adverse consequence under such relevant agreements. Mazi Capital (Pty) Limited has furnished an irrevocable undertaking in respect of 38,447,532 Hulisani Shares, which equate to 77% stake. Hulisani established a special sub-committee of the Hulisani Board consisting of three Committee Members governed by the Agterskot Committee Charter. The Independent Expert has considered the proposed terms of the Scheme and is of the opinion that they are not fair but are reasonable and unanimously recommends that Hulisani Shareholders vote in favour of the Scheme Resolution. General Meeting of Hulisani to be held on January 7, 2022. As of January 7, 2022, Hulisani shareholders approved the scheme. As of April 22, 2022, all remaining Conditions Precedent to the Scheme, as detailed in the Circular, have now been fulfilled or, where applicable, waived, and that the Scheme has, accordingly, become unconditional. Expected date of suspension of listing of Hulisani Shares on the JSE is February 23, 2022. Scheme is expected to be implemented on February 28, 2022. As of February 28, 2022, parties extended the long stop date from February 28, 2022 to April 29, 2022. Expected date of suspension of listing of Hulisani Shares on the JSE is May 4, 2022.

Webber Wentzel acted as Legal advisor to Hulisani. Cliffe Dekker Hofmeyr acted as Legal advisor to Reatile Group. The Independent Board has appointed Matthew Visser of PKF Octagon as Independent Expert to provide the Independent Board with an opinion in relation to the Scheme Consideration. Nedbank Corporate and Investment Banking acted as financial advisor to Reatile Group. Computershare Investor Services (Proprietary) Limited acted as registrar to Hulisani.

Reatile Group Proprietary Limited completed the acquisition of Hulisani Limited (JSE:HUL) from Mazi Capital (Pty) Limited, PC Mdoda and others on May 3, 2022.