Rex Trueform Group Limited (JSE:RTN) and African and Overseas Enterprises Limited (JSE:AOO) entered into an agreement to acquire a 75% stake in Telemedia (PTY) LTD from Bretherick Family Trust, Peter Fairbank Bretherick, Ryan David Bretherick and Stephen Mark Bretherick for ZAR 65.3 million on November 13, 2020. Under the terms of the deal, African and Overseas Enterprises will acquire 11.29% stake, consideration for which will be satisfied through the issue of 0.37 million new African and Overseas Enterprises ordinary shares. Rex Trueform Group will acquire 63.71% stake, consideration for which will be satisfied through the issue of 0.86 million new Rex Trueform ordinary shares, ZAR 4.6 million in cash and ZAR 37.5 million in deffered payments, which shall be discharged by Rex Trueform in cash should the profit undertakings given by the sellers for the years ending June 30, 2021, June 30, 2022 and June 30, 2023, calculated as net profit after tax, be met, on a 20%, 20% and 60% basis; and should the cumulative profit undertaking given by the sellers not be achieved by Telemedia by June 30, 2023, the balance of the purchase consideration will be reduced by an amount calculated by dividing the difference between the net profit after tax warranted and the net profit after tax achieved, by the net profit after tax warranted, and multiplying this by the purchase price, provided that the reduction cannot be less than zero.

The transaction is subject to consummation of due diligence, entering into of a new shareholders' agreement and this becoming unconditional, to the extent necessary, the Independent Communications Authority of South Africa providing its written consent to the transaction, shareholders waiving any pre-emptive rights that they might have to the sale shares and if required any regulatory authority including Competition Commission approval being obtained by no later than January 29, 2021. As on December 9, 2020, the transaction was approved by South Africa Competition Commission. As of May 10, 2021, condition precedent requiring the Independent Communications Authority of South Africa to provide its written consent to the Transaction remains outstanding. The implementation of the transaction remains subject to the fulfilment, or waiver, as the case may be, of the condition precedent by an extended date of no later than June 18, 2021. As of August 25, 2021, condition precedent requiring the Independent Communications Authority of South Africa to provide its written consent to the Transaction remains outstanding. The implementation of the transaction remains subject to the fulfilment, or waiver, as the case may be, of the condition precedent by an extended date of no later than January 29, 2022. As of February 9, 2022, all conditions precedent to the transaction have been fulfilled and the transaction is now unconditional in accordance with the terms of the agreement, with an effective date being March 1, 2022.