06 Jul - 18 min read

Detailed Terms Announcement Of The Broad-Based Black Economic Empowerment (“B-BBEE”) Transaction

Detailed Terms Announcement Of The Broad-Based Black Economic Empowerment (“B-BBEE”) Transaction

ELLIES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/007084/06)
JSE share code: ELI    ISIN: ZAE000103081
(“Ellies” or the “Company”)

DETAILED TERMS ANNOUNCEMENT OF THE BROAD-BASED BLACK ECONOMIC 
EMPOWERMENT (“B-BBEE”) TRANSACTION 

1.  INTRODUCTION  

    Ellies is pleased to announce that it has entered into an 
    agreement (“Subscription Agreement” or “the Agreement”) with 
    Imvula Education Empowerment Fund Trust (“Imvula” or “the 
    Subscriber”), a Broad-Based Black Economic Empowerment 
    (“B-BBEE”) partner, in terms of which Ellies will issue to 
    Imvula and Imvula will subscribe for 185 242 070 new ordinary 
    shares of no par value (“Subscription Shares”), (“the Proposed 
    B-BBEE Transaction”), subject to the fulfilment of 
    the conditions precedent as set out in paragraph 5 below. The 
    Subscription Shares will be issued at an issue price per 
    ordinary share of 10 cents per share, (“Subscription Price”), 
    for a total cash consideration of R18 524 207,00 
    (“Subscription Proceeds”). 
 
    As set out in the Company’s Chairperson’s Report for 2020, 
    the Company was rated as B-BBEE non-compliant relating to its 
    beneficial shareholding for the period then under review. The 
    non-compliant rating has posed challenges for the Company in, 
    or prevented the Company from, procuring certain business 
    opportunities or even tendering for certain business. The 
    Company proposes, therefore, to implement the Proposed B-BBEE 
    Transaction in order to increase its B-BBEE Status for the 
    reasons set out in paragraph 2 below. Ellies has identified 
    and selected Imvula based on Imvula’s ability to meet not only 
    the ownership criteria under the B-BBEE Codes of Good 
    Practice, but also Imvula’s ability to (i) enable the Company 
    to meet and improve its performance in relation to other B-
    BBEE scorecard elements, and (ii) provide other strategic 
    benefits including Imvula’s access to appropriate potential 
    business networks and opportunities.  

    In addition, Imvula has agreed to transaction terms that are 
    favourable to Ellies, including:

    –   a 10-year lock-in period;

    –   Imvula funding the consideration payable for the 
        Subscription Shares from its own sources with no funding 
        assistance being required from Ellies; and

    –   Imvula agreeing to a price of 10 cents per Subscription 
        Share which is equal to the prevailing share price of the 
        Company as at 5 July 2021, and a premium of 1.6% to the 
        Company’s 30-day volume weighted average price up to and 
        including 5 July 2021. 

    The Proposed B-BBEE Transaction is regarded as the 
    specific issue of shares for cash in terms of section 
    5.51(g) of the JSE Limited (“JSE”) Listings Requirements 
    and is therefore subject to the necessary approval of the 
    shareholders of Ellies, (“the Specific Issue”). 

    The Proposed B-BBEE Transaction will result in an 
    aggregate B-BBEE shareholding in Ellies of approximately 
    23% on the issue date. Ellies anticipates achieving a 
    Level 4 B-BBEE Status as a result of the Proposed B-BBEE 
    Transaction.

2.  RATIONALE 

    Implementing the Specific Issue will improve the level of B-
    BBEE ownership in the Company and the Company’s B-BBEE Status
    to a Level 4 contributor. As stated above, the Company is 
    currently ranked as a non-compliant B-BBEE contributor. An 
    improved B-BBEE scorecard is necessary for the future 
    prospects of the Company, and will strengthen the Company’s 
    position in relation to its competitors.  

    The Specific Issue will reiterate the Company’s commitment to 
    sustainable B-BBEE ownership and transformation. It is 
    intended that the Specific Issue will also assist to uplift 
    and develop black people in the areas and communities in which 
    the Subscriber operates. 
 
    In addition, the Company intends utilising the Subscription 
    Proceeds, to be raised in terms of the Specific Issue to the 
    Subscriber provided for herein in order to improve its 
    operations and/or financial position in order to endeavour to 
    increase returns for the shareholders of the Company.

3.  INFORMATION ON IMVULA AND MAHARISHI INVINCIBILITY INSTITUTE 
  
    The Imvula Education Empowerment Trust is the funding arm of 
    initiatives aimed at providing a holistic set of solutions to
    historically disadvantaged young South Africans to enable them
    to become economically active citizens in high-level
    employment. These initiatives are facilitated by the Maharishi
    Invincibility Institute NPC (MI), a not for profit company.
    Imvula provides an ideal B-BBEE solution, allowing partners to 
    attain the highest possible B-BBEE scores, in the most
    impactful way for the future of South Africa, at an affordable
    cost, and with fair value paid to the business. Imvula deploys 
    100% of future revenues to empower deserving unemployed young 
    black South Africans, through access to quality education,
    specialist skills training, work experience, nutritional and 
    counselling support and finally job placement, thereby 
    assisting them to enter the economy productively. 

    This formula has proven to work over more than a decade, and 
    Maharishi Invincibility Institute, with its predecessor 
    organisations, has successfully put over 19 070 black 
    individuals into decent jobs, earning combined annual salaries 
    exceeding R1,45 billion and estimated career earnings of 
    approximately R41,85 billion. These individuals support over 
    150 000 family members. Maharishi Invincibility Institute has 
    won 34 awards locally and globally and has been selected as 
    the most innovative youth development programme in the world.
 
    The beneficiaries of the Imvula Education Empowerment Fund 
    Trust are 100% South African black individuals (youth). These 
    will be youth specifically selected by the Maharishi 
    Invincibility Institute, based on genuine financial and other 
    needs.

4.  SPECIFIC ISSUE 

    In terms of the Specific Issue, the Company will issue 
    185 242 070 ordinary shares of no par value in the authorised 
    share capital of the Company to Imvula. The Subscription 
    Shares will be of a class already in issue, will be listed on 
    the JSE and will rank pari passu in all respects with the 
    Ellies shares already in issue. 

    The Subscription Shares will be issued at an issue price of 
    R0,10 per Share, equal to a total issue price of 
    R18 524 207,00.  

    The Specific Issue will be made to a public shareholder as 
    defined by the JSE Listings Requirements. Imvula founders and 
    trustees are Geoffrey Rothschild, Sandile Shepard Ndlungwane, 
    Neo Petunia Makgato, Richard Herbert Peycke, Peter Samuel 
    Mabila, Adam Paul Blecher, Thami Mathamsanqa Ngubeni and Edo 
    Carlo Folli. Imvula is currently not a related party but will 
    become a related party upon conclusion of the Proposed B-BBEE 
    Transaction, by virtue of becoming a material shareholder, as 
    defined by the JSE Listings Requirements. 

    The Subscription Shares shall be issued to the Subscriber on 
    the Issue Date, being the date upon which the Subscription 
    Shares are allotted and issued by the Company to the 
    Subscriber, expected  to occur within five business days after 
    fulfilment of all of the Conditions Precedent, or such later 
    date as may be notified by the Company. 

    From the Issue Date, the Subscriber will be entitled to 
    exercise voting rights in the Company with regard to the 
    appointment of directors in accordance with the Companies Act, 
    No. 71 of 2008, as amended from time to time (“Companies 
    Act”), JSE Listings Requirements and the Company’s Memorandum 
    of Incorporation (“MOI”), subject to the B-BBEE undertakings 
    by the Subscriber in paragraph 8 below. 
 
    In terms of paragraph 5.51(g) of the JSE Listings 
    Requirements, the Specific Issue requires the approval by way 
    of an ordinary resolution (requiring at least a 75% majority 
    of the votes cast in favour of such resolution) by all 
    Shareholders present or represented by proxy at the general 
    meeting. Imvula will be prohibited from selling their 
    Subscription Shares for a period of 10 years from the 
    Subscription Date (“Lock-in Period”).  

    The undertakings by the Company and the Subscriber are set out 
    in paragraphs 6, 7 and 8 below. 
   
    In addition to the above, the Subscription Agreement includes 
    warranties and breach clauses usual for a transaction of this 
    nature.

5.  CONDITIONS PRECEDENT TO THE SPECIFIC ISSUE

    (a) The Agreement is subject to the fulfilment of the  
        Conditions Precedent that on or before 30 September 2021 
        (“Long Stop Date”):

    Conditions Precedent required by law

       (i)  the shareholders of the Company have voted at a 
            general meeting of the Company to:

            (A) amend the MOI to increase the authorised shares 
                of the Company by the creation of 50 000 000 
                Shares, resulting in the increase of the 
                authorised shares of the Company from 800 000 000
                to 850 000 000 
                ordinary Shares in accordance with in terms of 
                section 16(1)(c) of the Companies Act and 
                regulation 31(6) of the Companies Act; 

            (B) approve the Specific Issue;

            (C) approve the pre-emptive right granted in favour of 
                the Company and/or its nominee as more fully 
                detailed in the pre-emptive right paragraph 10 
                below; and

            (D) a specific buy-back of the Subscription Shares as 
                more fully detailed in the Company call option 
                paragraph 11 below, in terms of section 48(2)(a), 
                as read with section 46, of the Companies Act, 
                subject to the requirements of section 48(8)(b) of 
                the Companies Act; 

        (ii)  all required approvals shall have been obtained, 
              including from the JSE and the Financial 
              Surveillance department of the South African Reserve 
              Bank; and

       (iii)  the Parties pass all required Board and/or 
              shareholders’ resolutions necessary for the 
              implementation of the Agreement;

    Conditions Precedent in favour of the Subscriber

         (iv) the Subscriber (acting reasonably) has confirmed in 
              writing that they have completed their due diligence 
              on the Company to their satisfaction; and

    Conditions Precedent in favour of the Company

          (v) the Company (acting reasonably) has confirmed in 
              writing that they have completed their due diligence 
              on the Subscriber to their satisfaction.

   (b)  The Conditions Precedent required by law are not capable 
        of waiver.

   (c)  The Condition Precedent in favour of the Subscriber is 
        expressed for the benefit of the Subscriber who may, on or 
        before the date for fulfilment thereof, waive or extend 
        the date of fulfilment thereof on written notice to the 
        Company.

   (d)  The Condition Precedent in favour of the Company who may, 
        on or before the date for fulfilment thereof, waive or 
        extend the date of fulfilment thereof on written notice to 
        the Subscriber.

   (e)  The Parties shall use their reasonable endeavours and 
        shall cooperate in good faith to procure the fulfilment of 
        the Conditions Precedent by the Long Stop Date, or such 
        later date as the Parties may agree in writing. 

   (f)  If the Conditions Precedent are not fulfilled on or before 
        the Long Stop Date (or such later date/s as may be agreed 
        in writing between the Parties), then the Agreement, save 
        for the Surviving Provisions which will remain in full 
        force and effect, shall be of no force or effect, the 
        Parties shall be restored as near as possible to the 
        positions in which they would have been had the Agreement 
        not been entered into (status quo ante) and neither Party 
        shall have any claim against the other in terms of the 
        Agreement, save for a breach of clause 5(b) above.

6.  UNDERTAKINGS BY THE COMPANY

   (a)  The Company undertakes: 

       (i)  to comply with the relevant requirements of the 
            Companies Act and the JSE Listings Requirements in 
            relation to the Specific Issue;

      (ii)  that the Subscription Shares will have been legally 
            created and will be unencumbered; 

     (iii)  that the Directors will have authorised the allotment 
            and issue of the Subscription Shares;

      (iv)  to allocate all of its annual budgeted spend that 
            enables a minimum B-BBEE score of Level 2 allocated 
            to (a) Skills Development Expenditure, (b) Enterprise 
            and Supplier Development Contributions, and (c) 
            Socio-Economic Development Contributions in South 
            Africa, as contemplated within the Codes (“B-BBEE 
            Spend”), to beneficiaries identified by the 
            Subscriber as suitable beneficiaries, to benefit from 
            such B- BBEE Spend, and in order to further improve 
            the Company’s B-BBEE scorecard as provided for and 
            approved by the shareholders of the Company in the 
            circular in terms of which the transaction herein 
            contemplated was approved by shareholders of the 
            Company. To the extent that such B-BBEE Spend does 
            not enable the Company to achieve a maximum 
            achievable score relative to the budgeted spend, for 
            any specific B-BBEE pillar with the beneficiaries 
            (identified by the Subscriber), as contemplated in the 
            B-BBEE Act and Codes, only then will the Company be 
            entitled to direct the relevant portion of such spend 
            to another B-BBEE beneficiary (the “Redirection 
            Entitlement”). The Redirection Entitlement shall not 
            apply in relation to commitments made by the Company 
            and in relation to which Absorption Bonus points 
            under the Skills Development element have been earned 
            by the Company (i.e. in terms of Clause 2.1.3 of the 
            Skills Development scorecard and Paragraph 3.5 in 
            Statement 300 read together with the definition of 
            “Absorption” in Schedule 1 of the Generic B-BBEE 
            Codes, as amended on 31 May 2019, which require the 
            Company to appoint the learners as permanent 
            employees and the number of learners may be in excess 
            of the permanent employees required by the Company); 
            and

        (v) to do the YES (Youth Employment Services) programme 
            using the Subscriber as the implementation partner 
            with the intention of improving the B-BBEE Status of 
            the Company.

   (b)  The Company shall be responsible for the payment of all 
        of its costs of and incidental to:

         (i) the making of the Specific Issue and the 
             implementation of all matters incidental thereto; and

        (ii) the allotment and issue of the Subscription Shares 
             pursuant to the Specific Issue.

   (c)  The Company (i) undertakes to apply the proceeds of the 
        Subscription Price to improve its operations and/or 
        financial position in order to endeavour to increase 
        returns for the shareholders of the Company; and (ii) 
        confirms that it has a written confirmation from 
        Standard Bank that it has no intention to sweep the 
        Subscription Proceeds towards a reduction of the 
        Standard Bank loan.

7.  SUBSCRIBER UNDERTAKINGS

    The Subscriber confirms, acknowledges, represents, warrants 
    and undertakes for the benefit of the Company that:

   (a)  it has obtained all necessary consents and authorities and 
        has the necessary funding to enable it to give and execute 
        its commitment to subscribe for the Subscription Shares; 
        and

   (b)  it may lawfully subscribe for the Subscription Shares 
        without any additional lodgement, registration or other 
        formality or consents required.

8.  B-BBEE UNDERTAKINGS BY THE SUBSCRIBER

    For so long as it is a shareholder in the Company, the 
    Subscriber undertakes and warrants to and in favour of the 
    Company that it shall:

   (a)  procure that the person appointed by the Subscriber to the 
        Board of the Company shall have the necessary experience; 

   (b)  maintain a Level 1 B-BBEE Status (which it warrants it 
        holds at the Signature Date) for as long as the Subscriber 
        is a shareholder in the Company;

   (c)  ensure that the B-BBEE Credentials are maintained for the 
        Lock-in Period as follows: 100% black person-owned and 60% 
        black women-owned; 

   (d)  not sell, transfer, cede or otherwise alienate its Shares, 
        or any right or interest therein, other than in accordance 
        with any rights and/or obligations which it has in terms 
        of the Agreement and/or the MOI;

   (e)  not in any way encumber and/or grant any right or option 
        to any other person, save as provided for in the 
        Agreement, in respect of the Subscription Shares; and

   (f)  with effect from the Issue Date, on each anniversary of 
        the Issue Date and upon request by the Company at any 
        time, make itself available to the Company’s B-BBEE 
        accreditation agency in order to obtain a qualified 
        certificate to the Company indicating the voting, Control 
        and 100% of the economic interest in the Subscriber which 
        is, and will continue to be held, directly or indirectly, 
        by black people for the preceding 12-month period and the
        Subscriber shall ensure it provides all reasonably
        requested information timeously to ensure that the B-BBEE
        accreditation agency is able to provide the Company with
        the certificate concerned before the last day of the
        relevant  anniversary of the Issue Date, with the first
        certificate to be issued to the Company within one month
        from the Issue Date, which certificate will reflect at
        least a Level 1 B-BBEE Status in relation to the Company,
        as contemplated in terms of the B-BBEE Act as read with
        the Codes (B-BBEE Credentials).

9.  RESTRICTIONS ON TRANSFERS AND ENCUMBRANCE OF SHARES

    Subject to the provisions of the MOI, the pre-emptive rights
    set out in paragraph 10 below, but save as specifically
    otherwise agreed to in writing by the Parties or specifically
    permitted by the Agreement, the Subscriber shall for the
    duration of the Lock-in Period not directly or indirectly
    dispose of or encumber any of the Subscription Shares or its
    rights or interest therein (or enter into any option,
    derivative or other transaction, the effect of which is or
    will be to dispose of or encumber or require it to dispose of
    or encumber any of its Shares or its rights or interest 
    therein).

10. PRE-EMPTIVE RIGHT

   (a)  If the Subscriber wishes to dispose of any of its Shares,
        the Subscriber shall offer such Shares by notice in
        writing to the Company and/or its nominee (“Offer”)
        stating:

       (i) the number of Shares which the Subscriber proposes to
           sell;

      (ii) the price (in ZAR) at, and the terms and conditions
           upon which, the Subscriber proposes to sell the Shares;
           and

     (iii) to the extent applicable, the name of the proposed
           transferee to whom the Subscriber intends selling and 
           its ultimate holding company (if any), including a copy
           of any offer received.

   (b)  Should the Offer not be accepted in full in writing within
        30 business days after the date upon which the Offer is
        made, the Company shall be deemed to have declined the
        Offer.

   (c)  Notwithstanding the provisions in clause 10(a) above, the
        acceptance of the Offer by the Company shall be subject
        to: 

       (i) the Takeover Regulation Panel granting an exemption to
           the Company in terms of section 119(6) of the Companies
           Act; and
 
      (ii) the Board of Directors of the Company having approved
           and authorised the entering into of the Agreement and
           the transactions contemplated herein, including:

          (A) authorising the Company to repurchase from the
              Subscriber the Subscription Shares in terms of
              section 48(2)(a), as read with section 46, of the
              Companies Act, subject to the requirements of
              section 48(8)(b) of the Companies Act; and

          (B) acknowledge that the Board of the Company has
              applied the solvency and liquidity test, as set out
              in section 4 of the Companies Act, and reasonably
              conclude that the Company will satisfy the solvency
              and liquidity test immediately after the repurchase
              of the Shares following the acceptance of the 
              Offer.

   (d)  Should the Offer have not been accepted in accordance 
        with the aforegoing procedure, and a proposed transferee
        has been identified, then:

       (i) the Subscriber will then be entitled to Dispose of all
           of its Shares offered, within a further period of 30
           business days, to the proposed transferee referred to
           in clause 10(a)(iii) at a price not lower and on terms
           and conditions not more favourable to such person than
           the price and terms stated in the Offer; and
 
      (ii) unless the Subscriber disposes of all its said Shares
           to the proposed transferee within the said further
           period of 30 business days, it may not thereafter
           Dispose of any Shares without again adopting the
           procedure referred to herein.

   (e)  Following the expiration of the Lock-in Period, the
        Subscriber shall be entitled to dispose of the
        Subscription Shares and the Subscriber shall engage in
        reasonable consultation with the Company relating to whom
        the Subscription Shares are sold and that the
        Subscription Shares are not (i) “dumped” in the market
        (i.e. in large amounts at the same time with little or no
        concern for the price or market effect); and/or (ii)
        unreasonably sold below the market price; and/or (iii)
        sold to a competitor of the Company.

11. COMPANY CALL OPTION

   (a)  A Trigger Event shall be deemed to have occurred in
        relation to the Subscriber if the Subscriber:

       (i) commits a material breach of the provisions of the
           Agreement through an event or circumstance within its 
           control and fails to remedy such breach in accordance 
           with the Agreement; 

      (ii) should the Subscriber not maintain its B-BBEE
           Credentials and fails to action the appropriate
           amendments and do all things that is reasonably
           practicable, in order to achieve the required B-BBEE
           Credentials within three months or such reasonable
           time considering legislation and regulation 
           procedures;

     (iii) without the prior written consent of the Company,
           makes any amendments to the Trust Deed that would
           reduce the B-BBEE Credentials of the Subscriber; 

      (iv) without the prior written consent of the Company,
           becomes Controlled, whether directly or indirectly, by
           a person other than the person(s) who ultimately
           Controlled it, directly or indirectly at the Issue
           Date; 

       (v) takes any action regarding the winding up and/or 
           deregistration of its affairs; 

      (vi) fails to comply with the undertakings in paragraphs 7
           and 8 above; or 

     (vii) reduces its B-BBEE Credentials as confirmed by the
           Company’s verification agent.

   (b)  If a Trigger Event as contemplated in clause 11(a) above
        has occurred, then the Subscriber hereby grants in favour
        of the Company or its nominee, the irrevocable right and
        option (“Call Option”), to repurchase from the
        Subscriber, the Subscription Shares on the following
        terms:

       (i) the Company shall, without prejudice to any of its
           other rights, be entitled, but not obliged, to
           exercise the Call Option at any time (“Call Option
           Period”) by giving the Subscriber written notice
           (“Call Notice”) of its intention to exercise the Call
           Option; 

      (ii) with effect from the date of the receipt by the
           Subscriber of the Call Notice (“Call Sale Date”), the 
           Subscriber shall sell to the Company, who shall 
           repurchase from the Subscriber, the Subscription 
           Shares (“Repurchase”); and 

     (iii) the purchase price for the Subscription Shares during
           the Call Option Period, shall be the 30-day volume
           weighted average price of a Share as at the Call Sale
           Date. 

   (c)  Notwithstanding the provisions in clause 11(b) above, the
        exercise and implementation of the Call Option shall be
        subject to: 

       (i) the Takeover Regulation Panel granting an exemption to
           the Company in terms of section 119(6) of the
           Companies Act in respect of the Repurchase; 

      (ii) the Board having approved and authorised the entering
           into of the Agreement and the transactions
           contemplated herein, including:

          (A)  authorising the Company to repurchase from the
               Subscriber the Subscription Shares in terms of
               section 48(2)(a), as read with section 46, of the 
               Companies Act, subject to the requirements of 
               section 48(8)(b) of the Companies Act; and

          (B)  acknowledge that the Board has applied the 
               solvency and liquidity test, as set out in section 
               4 of the Companies Act, and reasonably conclude 
               that the Company will satisfy the solvency and 
               liquidity test immediately after completing the 
               Repurchase.

12. FINANCIAL INFORMATION 

    The financial effect of the proposed Specific Issue on
    Ellies is a maximum cash inflow of approximately 
    R18 524 207,00 and an increase in number of shares in issue
    to 805 400 305 and an increase in share capital. The 
    estimated once-off transaction costs will be set out in the
    circular to shareholders. 

13. IRREVOCABLE UNDERTAKINGS AND LETTERS OF SUPPORT 

    Ellies has received irrevocable undertakings and letters of
    support from the following shareholders to vote in favour of
    the authorised share increase, the Specific Issue, the 
    Repurchase and the B-BBEE Spend: 

  13.1   Irrevocable undertakings

         Name of                       Number of  Percentage 
         Shareholders                  Shares     holding (%)

         Mr Elliot Salkow             75 275 961        12,1%
         Dr Shaun Prithivirajh           500 000         0,1%
         Mr KS Bhala                       2 025         0,0%
         Mr ML Bhala                       2 025         0,0%
         Total                        75 780 011        12,2%

  13.2   Letters of support

         Name of                       Number of  Percentage 
         Shareholders                  Shares     holding (%)

         Mazi Asset Management 
         (Pty) Ltd                   124 140 214          20% 
         Total                       124 140 214          20%

Shareholders will be advised when additional irrevocable 
undertakings and/or letters of support are obtained.

14. JSE RULING 

    Shareholders are advised that Ellies had received a formal 
    JSE ruling that the proposed B-BBEE Spend by Ellies to Imvula 
    will not be treated as a related party transaction after the 
    implementation of the Proposed B-BBEE Transaction, subject to 
    Ellies shareholders pre-approving the capped B-BBEE Spend over 
    the Lock-in Period at the general meeting, taking into account 
    that Imvula is not a related party at the time of entering 
    into the Subscription Agreement. Further details in this 
    regard will be included in the circular to be issued to 
    shareholders.

15. DIRECTORS’ RECOMMENDATION 

    The Board has considered the terms and conditions and is of 
    the opinion that the Proposed B-BBEE Transaction is beneficial 
    to the Company in that the Proposed B-BBEE Transaction will 
    improve the level of B-BBEE ownership in the Company and 
    consequently the Company’s overall B-BBEE Status. The Board 
    recommends that Shareholders vote in favour of the resolutions 
    to be proposed at the general meeting. The Directors intend 
    voting the Shares held by them in favour of the resolutions to 
    be proposed at the general meeting. 

16. SHAREHOLDER APPROVAL 

    The Specific Issue is subject to Ellies’ shareholder approval. 
    A circular, containing the full details of the Proposed B-BBEE 
    Transaction, incorporating a notice convening a shareholders 
    meeting to shareholders, will be issued in due course in 
    compliance with the JSE Listings Requirements. The salient 
    dates and times of the Proposed B-BBEE Transaction, including 
    the date of the shareholders meeting, will also be announced 
    on SENS at the time of distributing the circular.


Johannesburg
6 July 2021


Corporate Advisor: Khanda Capital Proprietary Limited

Transaction Sponsor: Deloitte & Touche Sponsor Services 
                     (Proprietary) Limited

Legal Advisor: Baker & McKenzie Incorporated

Date: 06-07-2021 05:28:00
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