08 Jul - 20 min read

Joint announcement of a firm intention by DP World to make a cash offer to acquire all of the issued ordinary shares

Joint announcement of a firm intention by DP World to make a cash offer to acquire all of the issued ordinary shares

Imperial Logistics Limited                              DP World Logistics FZE
Incorporated in the Republic of South Africa            Incorporated in the Jebel Ali Free Zone
(Registration number 1946/021048/06)                    (Registered number 220600)
Share code: IPL ISIN: ZAE000067211                      ("DP World")
("Imperial")

JOINT ANNOUNCEMENT OF A FIRM INTENTION BY DP WORLD TO MAKE A CASH OFFER TO
ACQUIRE ALL OF THE ISSUED ORDINARY SHARES OF IMPERIAL BY SCHEME OF ARRANGEMENT

1.         INTRODUCTION

1.1        Holders of ordinary shares in Imperial (other than ordinary shares held by Imperial
           subsidiaries) ("Imperial Ordinary Shareholders") are hereby advised that, on 7 July 2021,
           Imperial entered into a transaction implementation agreement ("TIA") with DP World, in terms
           of which, inter alia, DP World has agreed to make an offer, by way of a scheme of arrangement
           ("Scheme"), to acquire all of the issued and to be issued ordinary shares in Imperial, other
           than such ordinary shares held by Imperial subsidiaries (such ordinary shares to be acquired,
           being the "Imperial Ordinary Shares"), for a cash consideration of ZAR 66 per Imperial
           Ordinary Share ("Scheme Consideration") on the basis set out below ("Proposed
           Transaction"). Imperial's Logistics International business is within scope of the Proposed
           Transaction, and as such it will not be sold separately under the Proposed Transaction.

1.2        The Scheme will, subject to the fulfilment of the condition referred to in paragraph 3 below, be
           proposed by the Imperial board of directors ("Imperial Board") in terms of section 114 of the
           South African Companies Act, No. 71 of 2008 ("Companies Act") and, upon implementation
           of the Scheme, DP World will pay an estimated aggregate Scheme Consideration to Imperial
           Ordinary Shareholders of ZAR 12,729,101,022; provided that, if Imperial: (a) has undertaken
           (or undertakes) a capital reduction; or (b) has declared, paid or made (or declares, pays or
           makes) a distribution, dividend or similar payment, in each case to or for the benefit of any
           Imperial Ordinary Shareholders (a "Distribution") between 1 January 2021 and the date that
           the Scheme is implemented (other than in respect of the interim ordinary dividend of ZAR 0.83
           per Imperial Ordinary Share declared by Imperial on 23 February 2021), the Scheme
           Consideration shall be automatically reduced by an amount equal to the amount of such
           Distribution in respect of each Imperial Ordinary Share, it being noted that no such Distribution
           is contemplated.

1.3        The Scheme Consideration represents a premium of approximately:

           1.3.1   39.5% to the closing price of Imperial Ordinary Shares traded on JSE Limited ("JSE")
                   of ZAR 47.30 as at 7 July 2021;

           1.3.2   34.2% to the 30-day volume weighted average price ("VWAP") of Imperial Ordinary
                   Shares traded on the exchange operated by the JSE of approximately ZAR 49.18
                   calculated as at 7 July 2021; and

           1.3.3   35.2% to the 3-month VWAP of Imperial Ordinary Shares traded on the exchange
                   operated by the JSE of approximately ZAR 48.82 calculated as at 7 July 2021.

1.4        Upon implementation of the Scheme, DP World will own all of the Imperial Ordinary Shares
           and, consequently:

           1.4.1   the listing of the Imperial Ordinary Shares on the JSE will be terminated
                   ("Delisting"); and

           1.4.2   Imperial's American Depository Receipt ("ADR") programme will be terminated.

2.         INFORMATION ABOUT DP WORLD AND RATIONALE FOR THE PROPOSED TRANSACTION

2.1        DP World is a wholly owned subsidiary of DP World Limited (the "DP World Parent"), which
           is a global infrastructure-led supply chain solutions provider with 136 business units in 61
           countries, across six continents. DP World Parent and its subsidiaries (the "DP World Group”)
           employs over 50,000 people across its worldwide operations. DP World Parent's vision is to
           drive economic growth through creating more efficient supply chains, connecting markets and
           offering innovative solutions to cargo owners, while ensuring a positive and sustainable impact
           on societies and the planet.

2.2        DP World Parent is focused on driving sustainable growth, prioritising practices that have a
           positive impact on the people, communities, and environment in which it operates. As an
           enabler of global trade, DP World Parent believes it has the tools, ingenuity and drive to lead
           a revolution in sustainable logistics.

2.3        The DP World Group has invested approximately US$18bn across its portfolio over the last
           10 years to build best-in-class infrastructure to support the growth in global trade. The
           DP World Group is a long-term investor with a 35-year average concession life remaining on
           its port assets. Its operations include ports & terminals, economic zones, feedering and
           logistics.

2.4        DP World Parent views Africa as a long-term high growth market and plans to invest in the
           region to improve supply chain connectivity to drive trade growth. The DP World Group has
           made significant investments in Africa and manages approximately 3.5mn twenty-foot
           equivalent units of capacity across its operations in Senegal, Mozambique, Somaliland,
           Angola, Rwanda, Algeria and Egypt. Furthermore, DP World Parent has earmarked over
           US$2.0bn of investment in the coming years for new capacity in Senegal, Democratic Republic
           of Congo, Angola, Somaliland and Mali. The DP World Group has a proud history of
           developing world-class infrastructure in Africa, driving economic growth and contributing to
           employment.

2.5        The acquisition of Imperial provides significant strategic value by complementing the DP World
           Group's existing footprint in Africa and Europe and enabling DP World Parent to deliver an
           end-to-end solution to cargo owners across a wide and highly competitive market. By
           combining DP World Parent's digital capabilities across a wider network, the DP World Group
           aims to build on Imperial's existing Africa focused strategy and offer a set of solutions to cargo
           owners which will drive value for all stakeholders.

2.6        The acquisition of Imperial is DP World Parent's most significant investment on the African
           continent, which, despite the challenging global and domestic economic environment,
           demonstrates DP World Parent's long-term confidence in the South African economy and the
           wider regional market. The DP World Group has a proven track record of contributing to the
           sustainability and development of the economies in which it operates, and the DP World Group
           aims to aid growth and development of South Africa and the broader African continent through
           developing local talent. DP World Parent is fully committed to contributing to the imperatives
           of transformation and broad-based black economic empowerment ("B-BBEE") in South Africa.
           Accordingly, DP World Parent fully supports the proposed B-BBEE transaction that was
           announced on SENS by Imperial on 23 April 2021 ("B-BBEE Transaction"), the
           implementation of which is a suspensive condition to the Scheme as noted in paragraph 4
           below.

3.         CONDITION TO THE POSTING OF THE CIRCULAR

3.1        The posting of a circular to Imperial Ordinary Shareholders in respect of the Scheme
           ("Circular") is subject to the fulfilment of the suspensive condition that, by not later than 23:59
           on 10 August 2021 (or such extended or later date as provided for in the TIA), Imperial shall
           have obtained the approval of each of the JSE, the Takeover Regulation Panel ("TRP") and
           the Financial Surveillance Department of the South African Reserve Bank for the posting of
           the Circular.

3.2        The Circular is expected to be posted to Imperial Ordinary Shareholders on or before
           10 August 2021 and will include further details of the Scheme and the notice of general
           meeting to be held for the purposes of, inter alia, considering and, if deemed fit, passing the
           special resolution required to approve the Scheme and other resolutions ancillary to the
           Proposed Transaction ("Scheme Meeting"). The salient dates in relation to the Scheme will
           be published at or about the time of posting of the Circular.

4.         CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME

4.1        The implementation of the Scheme will be subject to the suspensive conditions ("Scheme
           Conditions") that, by not later than 23:59 on the 210th day after the date of publication of this
           announcement on SENS (or such extended or later date as provided for in the TIA) ("Scheme
           Cut-off Date"):

           4.1.1   the special resolution of the Imperial Ordinary Shareholders which approves the
                   Scheme shall have been approved by the Imperial Ordinary Shareholders as required
                   by section 115(2)(a) of the Companies Act ("Scheme Resolution");

           4.1.2   if required by section 115(3) of the Companies Act, Imperial shall have obtained the
                   approval of a court to proceed with the implementation of the Scheme Resolution. In
                   order to establish whether such approval is required, if less than 15% of the votes
                   exercised on the Scheme Resolution were opposed to the Scheme Resolution, Imperial
                   shall not implement the Scheme Resolution until either:

                   (a)       the period of 10 business days (as such term is defined in section 115(3)(b)
                             of the Companies Act) has elapsed since the vote without any Imperial
                             Ordinary Shareholder who opposed the Scheme Resolution applying for leave
                             to apply to a court for a review of the Proposed Transaction; or

                   (b)       if any such application is made by such an Imperial Ordinary Shareholder,
                             such application is unsuccessful (and Imperial shall promptly use best
                             endeavours to oppose any such application).

                   If such approval of a court is required, Imperial shall promptly use best endeavours to
                   obtain such approval and shall not treat the Scheme Resolution as a nullity, as
                   contemplated in section 115(5)(b) of the Companies Act;

           4.1.3   the TRP shall have issued a compliance certificate in relation to the Proposed
                   Transaction and, to the extent that the Scheme Condition referred to in paragraph 4.1.8
                   below has not been waived in accordance with the TIA, the Ukhamba Offer (as defined
                   in paragraph 8.2 below) ("TRP Compliance Certificate Condition");

           4.1.4   the South African competition authorities established in terms of the Competition Act,
                   No. 89 of 1998 shall have approved the Proposed Transaction on terms and conditions
                   (if any) that DP World has confirmed in writing to Imperial are satisfactory to DP World,
                   acting in its sole discretion;

           4.1.5   all other competition and other regulatory approvals, clearances or non-oppositions
                   which have been agreed upon by DP World and Imperial, or which DP World has
                   confirmed in writing to Imperial, to be required for the implementation of the Proposed
                   Transaction shall have been obtained (or, where applicable, deemed to have been
                   obtained), in each case, on terms and conditions (if any) that DP World has confirmed
                   in writing to Imperial are satisfactory to DP World, acting in its sole discretion;

           4.1.6   either:

                   (a)       an Imperial Ordinary Shareholder (or Imperial Ordinary Shareholders) holding
                             more than 5% of all of the Imperial Ordinary Shares has or have (as
                             applicable) not: (a) given notice objecting to the Scheme as contemplated in
                             section 164(3) of the Companies Act; and (b) voted against the Scheme
                             Resolution at the Scheme Meeting; or

                   (b)       if paragraph 4.1.6(a) is not satisfied, then, within the time period permitted in
                             terms of the Companies Act, a Shareholder (or Shareholders) holding more
                             than 5% of all of the Imperial Ordinary Shares has or have (as applicable) not
                             exercised appraisal rights by giving valid demands in terms of sections 164(5)
                             to 164(8) of the Companies Act;

           4.1.7   the B-BBEE Transaction shall have become unconditional and been implemented by
                   the parties thereto, in each case in accordance with its terms;

           4.1.8   the sale of the Imperial Deferred Shares (as defined in paragraph 8.1 below) by
                   Ukhamba Holdings Proprietary Limited (RF) ("Ukhamba") to DP World that will arise
                   from Ukhamba's acceptance of the Ukhamba Offer (as defined in paragraph 8.2 below)
                   shall have become unconditional in accordance with its terms, save for any condition
                   requiring that the Scheme becomes operative; and

           4.1.9   the TIA shall not have been terminated in accordance with its terms prior to the time at
                   which all of the other Scheme Conditions have been fulfilled or, if applicable, waived in
                   accordance with the TIA.

4.2        The Scheme Condition(s) referred to in:

           4.2.1   paragraphs 4.1.1 to 4.1.4 and 4.1.9 above cannot be waived by DP World and/or
                   Imperial; and

           4.2.2   paragraphs 4.1.5 to 4.1.8: (a) may only be waived by DP World, in its sole discretion,
                   by giving written notice to that effect to Imperial on or before the Scheme Cut-off Date;
                   and (b) shall only cause the Scheme to lapse if DP World has not waived the relevant
                   Scheme Condition(s) on or before the Scheme Cut-off Date.

4.3        DP World and Imperial shall use their reasonable commercial endeavours to procure the
           fulfilment of the Scheme Conditions and to achieve the implementation of the Scheme.
           However, this does not oblige DP World to accept any terms or conditions in connection with
           the grant of a competition or other regulatory approval, clearance or non-opposition for the
           purposes of the Scheme Conditions referred to in paragraphs 4.1.4 and 4.1.5 above.

4.4        If any Scheme Condition is not fulfilled or, if applicable, waived in accordance with the TIA on
           or before the Scheme Cut-off Date, the Scheme shall lapse and not become effective and the
           TIA (other than the provisions which survive its termination) will terminate with immediate
           effect.

5.         OTHER TERMS FROM THE TIA

           The TIA contains terms dealing with, amongst others, the matters referred to below.

5.1        Interim period undertakings

           Imperial undertakes to DP World that during the period from the date of signature of the TIA
           ("Signature Date") until the implementation of the Scheme (or any earlier termination of the
           TIA) Imperial will conduct its business in the ordinary course and comply with certain specific
           undertakings.

5.2        Warranties

           Imperial and DP World have given each other warranties which are appropriate for the TIA.

5.3        Exclusivity

           Imperial has given to DP World certain exclusivity undertakings in relation to any competing
           proposal which are appropriate for the TIA and allow DP World a right to match any superior
           competing proposal. The exclusivity undertakings continue to apply, save in relation to a
           competing proposal which is at least 10% higher than the Scheme Consideration, meets
           certain other criteria and which DP World elects not to match.

5.4        Termination

           5.4.1   The TIA will terminate, and the Scheme shall lapse, on the first to occur of the following
                   circumstances:

                   (a)  DP World gives written notice of termination to Imperial where:

                        (i)       the independent board of Imperial ("Independent Board")
                                  withdraws, modifies or qualifies its recommendation of the Proposed
                                  Transaction to the Imperial Ordinary Shareholders, and/or its
                                  recommendation that the Imperial Ordinary Shareholders vote in
                                  favour of the Scheme Resolution and/or withdraws, modifies or
                                  qualifies its view that the Scheme Consideration is fair and
                                  reasonable to the Imperial Ordinary Shareholders;

                        (ii)      the Independent Board approves or recommends or enters into any
                                  arrangement relating to a competing proposal, whether or not
                                  conditionally and whether or not that approval or recommendation
                                  or arrangement is legally binding on Imperial;

                        (iii)     a competing proposal is implemented to such an extent that Imperial
                                  Ordinary Shareholders, or Imperial or any of its subsidiaries
                                  ("Imperial Group"), receive/s any form of consideration pursuant to
                                  that competing proposal;

                        (iv)      Imperial commits a breach of any of the exclusivity provisions of the
                                  TIA which directly or indirectly contributes to the submission of a
                                  competing proposal to Imperial;

                        (v)       Imperial commits a breach of certain of its interim period
                                  undertakings and, if such breach is capable of remedy, Imperial fails
                                  to remedy such breach within 10 business days of a written notice
                                  from DP World to Imperial requiring such remedy;

                        (vi)      Imperial commits a material breach of certain representations and
                                  warranties given by it in favour of DP World under the TIA;

                        (vii)     Imperial commits a material breach of any other provision of the TIA
                                  and, if such breach is capable of remedy, Imperial fails to remedy
                                  such material breach within 10 business days of a written notice from
                                  DP World to Imperial requiring such remedy;

                        (viii)    a Material Adverse Change occurs. A "Material Adverse Change"
                                  occurs if the EBITDA of the Imperial Group for the Lookback Period
                                  (as defined below) is less than ZAR 3,933,266,168; provided that,
                                  for the purposes of this definition only, such EBITDA shall be
                                  adjusted to exclude any impact on EBITDA caused by any (or a
                                  combination of any) of the following events, circumstances, effects,
                                  occurrences or state of affairs: (1) changes after the Signature Date
                                  to accounting practices which are included in Imperial's accounting
                                  policies, practices and methods with consistent classification,
                                  judgement and estimation methodology as used in the preparation
                                  of the unaudited consolidated management accounts of the Imperial
                                  Group as at 30 April 2021 (or the authoritative interpretation
                                  thereof); (2) changes or proposed changes after the Signature Date
                                  to applicable law, regulation or policy; or (3) any acts of God, natural
                                  disasters, terrorism, armed hostilities, war, sabotage or insurrection
                                  or any escalation or worsening of acts of war, epidemic, pandemic
                                  or disease outbreak (including COVID-19), except to the extent that
                                  the same has a disproportionate adverse effect on the Imperial
                                  Group, taken as a whole, relative to the adverse effect it has on other
                                  companies operating in the logistics industry or the other industries
                                  in which Imperial or any of its subsidiaries materially engages. The
                                  "Lookback Period" means the period of twelve months ending on
                                  (1) the last day of the month immediately preceding the month
                                  during which the last of the Scheme Conditions is fulfilled or, if
                                  applicable, waived; or (2) the last day of the penultimate month
                                  preceding the month during which the last of the Scheme Conditions
                                  is fulfilled or, if applicable, waived, if that fulfilment or waiver occurs
                                  before the delivery to DP World of Imperial's management accounts
                                  for the immediately preceding month referred to in sub-paragraph
                                  (1) above; or

                        (ix)      the Scheme Resolution is voted on by Imperial Ordinary
                                  Shareholders at the Scheme Meeting and is not approved as
                                  required by section 115(2)(a) of the Companies Act;

                   (b)  Imperial gives written notice of termination to DP World where:

                        (i)       the Scheme Resolution is voted on by Imperial Ordinary
                                  Shareholders at the Scheme Meeting and is not approved as
                                  required by section 115(2)(a) of the Companies Act; or

                        (ii)      DP World commits a material breach of the provisions of the TIA
                                  and, if such breach is capable of remedy, DP World fails to remedy
                                  such material breach within 10 business days of a written notice
                                  from Imperial to DP World requiring such remedy;

                   (c)  if a Scheme Condition which may be waived by DP World in accordance with
                        paragraph 4.2.2 becomes incapable of fulfilment, and DP World notifies
                        Imperial in writing that DP World will not waive that Scheme Condition;

                   (d)  on written notice of termination by either DP World or Imperial to the other if it
                        becomes illegal to implement all or a material part of the Proposed
                        Transaction; or

                   (e)  by mutual written agreement between DP World and Imperial.

      5.4.2   Notwithstanding the above, the TIA cannot be terminated after the date on which all of
              the Scheme Conditions (other than the Scheme Condition referred to in
              paragraph 4.1.9) have been fulfilled or, if applicable, waived.

5.5   Break fee

      5.5.1   If DP World terminates the TIA pursuant to any one or more of the events referred to in
              paragraph 5.4.1(a) (other than the events set out in paragraph 5.4.1(a)(vii),
              5.4.1(a)(viii)) or 5.4.1(a)(ix), Imperial will pay to DP World a break fee in an amount of
              ZAR 127,291,010.22 ("Imperial Break Fee"), which has been calculated as 1% of the
              aggregate Scheme Consideration as at the Signature Date, plus any applicable value-
              added tax thereon ("Break Fee Amount") within 10 business days of written demand
              therefor by DP World.

      5.5.2   If:

              (a)       either:

                        (i)       any approval, clearance or non-opposition referred to in any
                                  Scheme Condition set out in paragraph 4.1.4 or 4.1.5 is granted by
                                  the relevant regulatory authority on terms and conditions and
                                  DP World has not confirmed in writing to Imperial that those terms
                                  and conditions are satisfactory to DP World, acting in its sole
                                  discretion, by the Scheme Cut-off Date; or

                        (ii)      Imperial proves that any approval, clearance or non-opposition
                                  referred to in any Scheme Condition set out in paragraph 4.1.4 or
                                  4.1.5 has not been granted by the relevant regulatory authority by
                                  the Scheme Cut-off Date solely because DP World refused to accept
                                  the terms and conditions on which that regulatory authority proposed
                                  to grant that approval, clearance or non-opposition; and

              (b)       that Scheme Condition would have been fulfilled if DP World had:

                        (i)       (in the case of paragraph 5.5.2(a)(i)) confirmed in writing to Imperial
                                  that the relevant terms and conditions are satisfactory to DP
                                  World; or

                        (ii)      (in the case of paragraph 5.5.2(a)(ii)) accepted the relevant terms
                                  and conditions, and

                        in each case, the Scheme lapses as a result of the non-fulfilment of that
                        Scheme Condition; and

              (c)       all Scheme Conditions (other than any Scheme Condition referred to in
                        paragraph 5.5.2(b) and the TRP Compliance Certificate Condition) have been
                        fulfilled or, if applicable, waived in accordance with the TIA,

              then DP World shall pay to Imperial the Break Fee Amount within 10 business days of
              written demand therefor by Imperial.

5.6        DP World shareholder guarantee

           DP World's sole shareholder, DP World FZE, guarantees to Imperial, as a primary and
           independent obligation, the full and punctual performance by DP World of all of DP World's
           obligations under the TIA.

6.         ADR HOLDERS

           Holders of Imperial's ADRs will be entitled to vote on the Proposed Transaction as provided for
           under the terms of the deposit agreement between those holders, Imperial and the Bank of New
           York Mellon ("ADR Depositary") dated 26 June 1996. The ADR Depository will provide further
           details to the ADR holders in relation to voting on the Scheme in due course. Upon implementation
           of the Scheme, the Imperial Ordinary Shares represented by the ADRs will be acquired by
           DP World and the Scheme Consideration will be payable to ADR holders, following which
           Imperial's ADR programme will be terminated.

7.         CASH CONFIRMATION

           In compliance with regulations 111(4) and 111(5) of the Companies Regulations, 2011 which
           were published in terms of the Companies Act (the "Companies Regulations"), the TRP has
           been provided with a written irrevocable confirmation from Deutsche Bank (in a form approved by
           the TRP) that sufficient cash is held in escrow for the payment of the aggregate Scheme
           Consideration and the Ukhamba Consideration (as defined in paragraph 8.2 below). Such cash
           has been funded to DP World by the DP World Parent.

8.         UKHAMBA OFFER

8.1        At the date of this announcement, Ukhamba holds 5,204,953 deferred ordinary shares of
           ZAR 0.04 each ("Imperial Deferred Shares") in the issued share capital of Imperial, which
           are the only deferred ordinary shares in the issued share capital of Imperial.

8.2        DP World has therefore made to Ukhamba, and Ukhamba has accepted, a comparable offer
           ("Ukhamba Offer") to purchase all of the Imperial Deferred Shares from Ukhamba for an
           aggregate price of ZAR 219,507,816 ("Ukhamba Consideration"), such aggregate amount
           being calculated by multiplying ZAR 66 by the number of Imperial Deferred Shares which are
           capable of being converted into Imperial Ordinary Shares.

8.3       The sale arising from the acceptance of the Ukhamba Offer is subject to the following
          suspensive conditions:

           8.3.1   the Scheme shall have become operative;

           8.3.2   the shareholders of Ukhamba shall have passed such resolutions as may be necessary
                   to amend Ukhamba's memorandum of incorporation ("MOI") to the extent necessary to
                   authorise Ukhamba to dispose of the Imperial Deferred Shares pursuant to the
                   Ukhamba Offer, and such resolutions shall have been filed with the Companies and
                   Intellectual Property Commission; and

           8.3.3   the shareholders of Imperial shall have passed such resolutions as may be necessary
                   to amend the memorandum of incorporation of Imperial to permit the transfer of the
                   Imperial Deferred Shares to DP World, and such resolutions shall have been filed with
                   the Companies and Intellectual Property Commission.

8.4       Ukhamba has also given to DP World an irrevocable undertaking to vote in favour of the
          Scheme Resolution, which undertaking is also subject to Ukhamba's MOI being amended to
          the extent necessary to authorise that vote by Ukhamba.

9.        LONG-TERM INCENTIVE SCHEMES

9.1       Imperial currently has three long-term incentive schemes in place, namely a deferred bonus
          plan ("DBP"), a share appreciation rights scheme ("SARS") and a conditional share plan
          ("CSP").

9.2       All rights under the DBP will have vested prior to the implementation of the Scheme and
          participants in the DBP will accordingly acquire Imperial Ordinary Shares that may be acquired
          in terms of the Scheme.

9.3       Certain of the rights granted under the CSP and SARS will, subject to the fulfilment of
          performance conditions, vest prior to the implementation of the Scheme and then either be
          settled in:

          9.3.1    Imperial Ordinary Shares that may be acquired in terms of the Scheme; or

          9.3.2    cash at the Scheme Consideration as soon as reasonably possible after the Scheme
                   has been implemented.

9.4       The Imperial Board has resolved to apply the rules of the CSP and the SARS to the rights
          granted under the CSP and SARS which have not vested prior to the implementation of the
          Scheme ("Unvested Rights") and accordingly:

          9.4.1    a time pro-rated portion of those Unvested Rights shall vest on the change of control of
                   Imperial pursuant to the implementation of the Scheme as adjusted as set out
                   below; and

          9.4.2    use its discretion by determining that 65.17% (in value) of the time pro-rated portion of
                   those Unvested Rights referred to in paragraph 9.4.1 will be settled in cash as soon as
                   possible after implementation of the Scheme ("Accelerated Rights") whilst the
                   remaining 34.83% (in value) of those aforementioned Unvested Rights will lapse.

9.5       In accordance with the CSP and the SARS, Unvested Rights that do not become Accelerated
          Rights and that do not lapse will remain subject to the CSP and SARS ("Remaining Rights"),
          but the rules of the CSP and the SARS will be amended, among other things, to take into
          account the Delisting after implementation of the Scheme, and provide that the Remaining
          Rights will be cash settled at the Scheme Consideration.

9.6       As a result of the aforegoing, no comparable offer will be extended by DP World for any vested
          rights referred to in paragraph 9.2 and 9.3 above, Unvested Rights, Accelerated Rights or
          Remaining Rights.

10.       SHAREHOLDING OF DP WORLD AND CONCERT PARTIES IN IMPERIAL

          As at the date of this announcement, neither DP World nor any person acting in concert with
          DP World holds or controls (directly or indirectly) any Imperial Ordinary Shares or options to
          acquire Imperial Ordinary Shares.

11.       SHAREHOLDER SUPPORT

11.1      DP World has received the binding irrevocable undertaking referred to in paragraph 8.4 above
          from Ukhamba, which holds 17,550,436 Imperial Ordinary Shares constituting 9.14% of the
          total issued Imperial Ordinary Shares.

11.2      DP World has received a non-binding letter of support from Abax Investments Proprietary
          Limited, which holds 14,933,125 Imperial Ordinary Shares constituting 7.78% of the total
          issued Imperial Ordinary Shares, confirming its support for the Proposed Transaction on a
          non-binding basis.

12.       INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION

12.1      In accordance with the Companies Regulations, Imperial has constituted the Independent
          Board, comprising GW Dempster, HO Adesola, CJ Anammah, P Cooper, NB Duker, D Reich
          and RJA Sparks, to consider the terms of:

          12.1.1   the Proposed Transaction and provide the Imperial Ordinary Shareholders with its
                   opinion on the Scheme and the Scheme Consideration; and

          12.1.2   the Ukhamba Offer and provide the holder of the Imperial Deferred Shares (being
                   Ukhamba) with its opinion on the Ukhamba Offer and the Ukhamba Consideration.

12.2      In accordance with the Companies Act and the Companies Regulations, the Independent
          Board appointed UBS South Africa Proprietary Limited ("Independent Expert") as an
          independent expert acceptable to the TRP, and the Independent Expert has provided the
          Independent Board with a report in which it, among other things, expresses the opinion that
          the Scheme Consideration and the Ukhamba Consideration are fair and reasonable
          ("Report").

12.3      As a result, the Independent Board has:

          12.3.1   unanimously and unconditionally concluded that the Scheme Consideration and
                   Ukhamba Consideration are fair and reasonable; and

          12.3.2   resolved to recommend to the Imperial Ordinary Shareholders that they vote in favour
                   of the Scheme and to Ukhamba that it accepts the Ukhamba Offer.

13.       RESPONSIBILITY STATEMENTS

13.1      DP World (to the extent that the information relates to DP World) accepts responsibility for the
          information contained in this announcement and, to the best of DP World's knowledge and
          belief, that information is true and this announcement does not omit anything likely to affect
          the importance of the information included.

13.2      The Independent Board (to the extent that the information relates to Imperial) accepts
          responsibility for the information contained in this announcement and, to the best of the
          Independent Board's knowledge and belief, that information is true and this announcement
          does not omit anything likely to affect the importance of the information included.

Johannesburg
8 July 2021

For queries contact:

DP World Investor Relations
Redwan Ahmed
Email: redwan.ahmed@dpworld.com

Imperial Investor Relations
Esha Mansingh
Email: esha.mansingh@imperiallogistics.com

Corporate Adviser to Imperial: Morgan Stanley
Legal Adviser to Imperial: Bowmans
Independent Expert to Imperial: UBS South Africa Proprietary Limited
JSE Sponsor and Corporate Broker to Imperial: Rand Merchant Bank (a division of FirstRand Bank Limited)
Financial Adviser to DP World: Deutsche Bank
South African Legal Adviser to DP World: Webber Wentzel
International Legal Adviser to DP World: Clifford Chance LLP

Date: 08-07-2021 07:05:00
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