JSE Sens
Optasia Announces Its Intention To List On The Main Board Of The JSE
2025/10/08 08:00:00
Optasia Announces Its Intention To List On The Main Board Of The JSE
Channel VAS Investments Limited
(Incorporated under the laws of the British Virgin Islands)
(Company number: 1750790)
JSE share code: OPA
ISIN code: VGG2072E1016
('Optasia' or the 'Company', together with its subsidiaries and affiliate entities the 'Group')
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
OPTASIA ANNOUNCES ITS INTENTION TO LIST ON THE MAIN BOARD OF THE JSE
• Optasia is one of the largest and fastest growing AI-powered fintech platforms providing instant
access to financial solutions across 38 countries, driving financial inclusion in emerging markets
• With approximately 121 million monthly active users, Optasia processes over 32 million loan
transactions per day and has access to over 860 million mobile subscribers through its distribution
partners and financial institutions network
• Optasia achieved HY2025 Revenue of $117.2 million (FY2024 $151.2 million) and HY2025
adjusted EBITDA of $53.8 million (FY2024 $75.1 million)
Optasia is proposing to undertake a primary issuance of approximately ZAR1.3 billion ($75.0 million
equivalent) to support growth, both organically and through future potential acquisitions and a
secondary share sale from existing shareholders (the 'Selling Shareholders') of at least ZAR5.0 billion
(approximately $300 million) (together, the 'Offering') by way of a private placement to qualified
investors (as specified below).
In addition, Optasia hereby announces its intention, in conjunction with the Offering, to list all of its
issued ordinary share capital ('Shares') on the Prime Segment of the Main Board of the securities
exchange operated by the JSE Limited ('JSE'), subject to market conditions and approval by the JSE
(the 'Admission'). Application will be made to admit the Shares to listing and trading on the JSE in the
Consumer Lending – Finance and Credit Services sector of the JSE under the abbreviated name
'Optasia', share code: 'OPA' and ISIN code: VGG2072E1016.
Optasia's vision is to drive financial empowerment and promote a more inclusive world by leveraging
real-time data and its AI-led, in-house-built financial services platform to unlock financial opportunities
for underbanked populations across emerging markets. In line with this vision, Optasia is focused on
scaling its operations through the continued expansion of its geographical footprint and the
diversification of its product and service offerings.
Salvador Anglada, Chief Executive Officer, Optasia said: 'Today marks an important milestone for
Optasia as we take a crucial step towards becoming a publicly listed company. From a single-country
operation to one of the world's largest fintechs of its kind, we've built a profitable, capital-light business
that continues with purpose to scale. For more than a decade, we have been dedicated to enabling
financial inclusion across emerging markets, leveraging our AI-powered platform to provide vital access
to credit and financial services for millions of underserved customers. An IPO will allow us to accelerate
our growth, raise our visibility as a leading global fintech and continue innovating to expand financial
opportunity where it is needed most. We are proud of the progress we've made and excited for the
opportunities ahead as we embark on this next chapter.'
HIGHLIGHTS OF THE PROPOSED OFFERING
The Offering will be subject to customary conditions for transactions of this nature and, if implemented,
the Company expects to raise approximately ZAR1.3 billion ($75.0 million equivalent) in gross proceeds
from the issue. In addition, the Selling Shareholders intend to raise at least ZAR5.0 billion
(approximately $300 million) from a sale of secondary shares. Optasia will not receive any proceeds
from the sale of secondary shares by the Selling Shareholders. Finally, the Offering is also expected to
include an overallotment option equal to 15% of the Offering size, which is customary for transactions
of this nature and will comprise of secondary shares only.
The main purposes of the Offering and Admission are to:
• provide the Company with access to capital to support growth, both organically and through
future potential acquisitions;
• introduce new shareholders to enhance the liquidity and tradeability of the Shares in a regulated
market with a market-determined share price, while also providing an exit mechanism for
existing shareholders who wish to sell; and
• enhance the Company's public profile and overall market awareness.
OVERVIEW OF BUSINESS
Optasia is an AI-enabled fintech platform that provides Micro Financing Solutions ('MFS') and Airtime
Credit Solutions ('ACS'). Its AI powered Financial Services platform and credit decisioning algorithms
process and analyse multiple customer data points generating credit scoring and a credit decision. As
part of providing these services, Optasia enables instant access to financial solutions for millions of
underbanked individuals across 38 countries. In providing these services, the Company works closely
in partnership with its distribution partners such as Mobile Network Operators ('MNOs'), mobile wallet
operators and financial institutions (principally banks, but also some non-bank financial institutions) to
enable financial access to its distribution partners' end customers. With its fully integrated business-to-
business-to-customers (B2B2X) model and AI platform, it covers all financing aspects of micro financing
and airtime credit services, including scoring, financial decisioning, disbursements and collections,
ultimately enabling distribution partners and financial institutions to offer comprehensive financial
access to retail and SME customers.
Since its inception in December 2012, Optasia has developed a network of distribution partners
(including MNOs) and financial institutions and has access to over 860 million mobile subscribers. As
of 30 June 2025, Optasia operated through a network of 49 distribution partners and 13 financial
institutions. With approximately 121 million monthly active users, the Company processes over 32
million loan transactions per day, resulting in an average distributed value of more than $13 million per
day and a total distributed value of approximately $23 billion since 2016. Since January 2016, Optasia
has delivered approximately 64 billion credit decisions. For the year ended 31 December 2024, the
Company generated revenue of $151.2 million and had adjusted EBITDA of $75.1 million, with revenue
and adjusted EBITDA growing at a compound annual growth of 10.4% and 13.1% respectively between
the years 2022 and 2024. For the six months ended 30 June 2025, the Company generated revenue
of $117.2 million and had adjusted EBITDA of $53.8 million, an increase of 90.3% and 91.3%
respectively compared to the six months ended 30 June 2024. Since the commencement of its
operations, Optasia has consistently maintained positive cash flow and has not raised any primary
capital.
The Company's platform continuously analyses various unstructured data sets by extracting proprietary
features to further enhance its decisioning outputs and gain a deeper understanding of each individual
customer and the overall market in which the platform operates.
The AI engine is the core of the platform and utilises information from multiple sources to generate over
100,000 unique features per customer. As a result, Optasia's credit decisioning capabilities continually
improve, enabling network members to benefit from powerful flywheel effects. As its network of
distribution partners and financial institutions grows, the Company services additional customers and
products, subsequently improving and refining the underling models, which further benefits the overall
network.
Optasia achieves this while adhering to its own and external (GDPR, ISO-27001) cyber security and
data protection policies via sophisticated infrastructure security, access control, data protection and
privacy policies.
As more customer data is captured and analysed by Optasia's AI platform, distribution partners and
financial institutions are provided with the opportunity to refine and increase their product offerings,
often resulting in greater customer uptake. Being at the centre of this network and connecting all
network participants enables the Company to continuously analyse more data, assessing customer
credit risk on a continuous basis, enhancing credit decision and financial performance.
The Group's ability to collect, combine and leverage data related to end customers, extracted through
multiple sources in compliance with the data protection laws applicable in the jurisdictions in which the
Group currently operates in or will operate in the future.
KEY STRENGTHS
Optasia has a unique combination of competitive moats that position it as one of the largest and fastest
growing AI-powered fintech platforms enabling financial access across emerging markets. The
Company has built a differentiated and hard-to-replicate business model. Optasia has observed no
direct competitor offering a similar suite of products and solutions at the same scale and geographic
reach across all of its core markets.
Optasia benefits from the following key competitive strengths that will help the Company drive further
sustainable growth in the future:
(i) Addressing a large and growing total addressable market, leveraging structural tailwinds to
drive financial inclusion for customers in emerging markets.
The combination of strong demographic growth, rising income levels, deepening mobile penetration
and accelerating adoption of mobile wallets across Sub-Saharan Africa and South-East Asia is
expected to create a favourable environment for the continued expansion of digital financial
services. These structural trends are expected to underpin sustained demand for Optasia's MFS
and ACS products. As traditional credit and financial infrastructure remain limited, Optasia enables
mobile money credit provision and is uniquely positioned to reach underserved users at scale.
(ii) At the centre of a unique ecosystem of long-standing relationships that connects 49
distribution partners (e.g. including MTN, Airtel, Vodacom, Indosat Ooredoo Hutchison,
Jazz) and 13 financial institutions.
These long-term relationships have been built over the last 13 years, creating very high barriers to
entry. Distribution partners such as MNOs prefer single, long-term partners to simplify operations,
creating a challenge for new providers to displace trusted incumbents such as Optasia. In addition,
deep technical integration with MNO systems (network, billing, distribution, customer value
management) enables rapid innovation and feature rollout to further enhance product effectiveness
for the Group's partners, as well as the underlying customers.
(iii) Offering a comprehensive set of financial solutions to individuals and SMEs, with MFS
driving sustainable growth and profitability.
Since 2019, the Group has evolved from its original ACS-only product offering to a more diversified
real time credit profiling portfolio, introducing MFS products. This strategic shift in product mix has
transformed the business, with MFS revenue contribution rising from just 1% in FY2019 to 62%
during HY2025 –further enhancing the Group's growth and profitability profile.
(iv) A scaled and well diversified geographical footprint across 38 emerging markets. The Group
has a global presence across 3 continents, driving financial access across 21 countries in
Africa, 8 countries in Asia, 6 countries in the Middle East and 3 countries in Europe.
With an attractive regional breadth, the geographical diversification achieved is a key strategic pillar
and provides a natural mitigation to any potential foreign exchange moves. No single country (or
currency) contributes more than 19% of the Group's revenues during HY2025.
(v) AI data-led lending and risk management credit decisioning and distributed value engine.
The AI led models improve with every customer interaction enabling continuous product
optimization with 24/7 service performance monitoring. The Group has invested more than $37
million from inception up to June 2025 in the development of its technology platforms and will
continue to invest as it believes this will provide a sustainable competitive advantage in the future.
(vi) A highly attractive financial profile combining scale, high growth and sustainable
profitability.
The Group has demonstrated a strong financial track record since the founding of its resilient
capital-light business model in 2012, achieving large scale with approximately 121 million monthly
active users, approximately $23 billion in total distributed value since 2016 and generating revenues
of $151.2 million during FY2024.
The Group has delivered uninterrupted revenue growth at a compound annual growth of 10.4%
between FY2022 and FY2024. The ramp-up of MFS has driven high revenue growth over the past
12-18 months, which now accounts for 62% of revenue (HY2025) up from 13.9% in FY 2022, while
ACS accounts for 37% (HY2025).
(vii) A financial impact and inclusion champion.
The Group has enabled financial access for approximately 639 million people since launch by
addressing their daily financial needs via MFS and ACS products through its distribution partners,
while embedding ethical practices and long-term responsibility.
(viii) Optasia's global inclusive workforce.
Optasia's 356 employees represent over 25 nationalities and mirrors the diversity of the markets
the Group serves through its 15 offices worldwide. This team combines strong operational expertise
with significant technical depth, including 167 full-time engineers and data scientists dedicated to
driving continuous platform innovation. This international, highly skilled talent base has been central
to Optasia's consistent growth and ability to execute over the past 13 years.
GROWTH STRATEGIES AND OUTLOOK
Optasia has a number of initiatives in place aimed at capturing the commercial momentum the Group
has been able to establish across its different markets since inception. Optasia intends to execute its
strategy of continued expansion through the following three main verticals:
(i) Powerful Core: Scaling organically across existing operations by increasing average ticket lending
size and deepening existing customer penetration, new market entries and new partnership growth
within its existing geographic footprint.
(ii) Future Forge: Forging the next generation of value through the innovation of new business
segments, products and ecosystems.
(iii) Borderless Ambition: Breaking boundaries to grow globally into new high-opportunity geographies
that have populations with unmet financial needs.
Optasia is ensuring its capabilities are continuously being developed to promote human and
organisational strengths to execute on its strategy and power the Group's long-term success. The
Group will pursue this through the following measures:
(i) Talent and People: Building organisational strength for scale and execution through hiring of new
talent to expand Optasia's existing 356-employee talent base and deepen leadership capability.
(ii) Technology: Driving automation at scale through its tech and data platform and credit
scoring/decisioning innovation.
(iii) Enhancing Optasia's Ways of Working: Creating speed, alignment and productivity through AI-
powered transformation of operations and streamlining of communication platforms.
(iv) Execution Enablers: Ensuring seamless end-to-end execution to deliver deployment excellence
for Optasia's partners, system scalability and resilience.
OPTASIA'S FINANCIAL HIGHLIGHTS
The table below sets out selected historical financial information of the Group as at the dates and for
the periods indicated. The selected historical financial information below (i) if presented as 'audited'
has been extracted without adjustments from the Consolidated Annual Historical Financial Information
of the Group for the Years Ended 31 December 2024, 31 December 2023 and 31 December 2022 and
(ii) if presented as 'unaudited' has been extracted without adjustments from the Condensed
Consolidated Interim Historical Financial Information of the Group for the Six Months Ended 30 June
2025 and 30 June 2024.
For the year ended For the six months ended
31 31 31
(in thousands of U.S. dollars) December December December 30 June
2024 2023 2022 30 June 2025 2024
(audited) (audited) (audited) (unaudited) (unaudited)
Revenue ......................................... 151,191 128,565 124,137 117,189 61,566
Direct service costs(*)...................... (19,444) (9,648) (8,342) (27,513) (6,328)
Provision for expected credit
losses on financial guarantee
contracts(*) .................................... (33,421) (25,014) (20,643) (27,249) (14,827)
Operating expenses ....................... (26,314) (28,063) (26,654) (20,265) (12,246)
Net foreign exchange loss.............. (394) (6,050) (14,235) (17) (670)
Provision for expected credit
losses on other financial assets .. (7,754) (9,070) (98) (1,214) (6,611)
Depreciation and amortisation
expense (8,680) (7,573) (6,559) (4,573) (4,032)
Operating Profit ............................ 55,184 43,147 47,606 36,358 16,852
Finance costs ................................. (10,816) (7,600) (1,940) (6,022) (5,210)
Finance income .............................. 568 212 144 258 315
Share of loss from an associate ..... (213) (344) (300) (5) (136)
Profit before taxes ........................ 44,723 35,415 45,510 30,589 11,821
Withholding and other taxes........... (2,760) (6,769) (10,517) (2,462) (1,392)
Profit before income tax .............. 41,963 28,646 34,993 28,127 10,429
Income tax ...................................... (5,376) (1,173) (1,214) (4,850) (2,815)
Profit for the year/period ............. 36,227 27,473 33,779 23,277 7,614
* During the six months ended 30 June 2025, the Group reclassified provisions for expected credit
losses on financial guarantee contracts from being a component of direct service costs to a
standalone line item in the consolidated statement of profit or loss. This change was made to enhance
transparency and provide users of the financial statements with clearer insight into the Group's credit
risk exposure and provisioning practices. This reclassification is a presentational adjustment only and
has no impact on the Group's reported results of operations.
DIVIDEND POLICY
The board of directors of Optasia (the 'Board') is committed to maintaining a consistent and sustainable
dividend policy that balances shareholder returns with the Group's long-term strategic priorities. To
minimise volatility in the dividend profile of the Company, the Board will place strong emphasis on robust
medium-term financial and strategic planning, ensuring that dividend decisions are underpinned by
earnings quality, capital requirements and the Group's overall financial health.
Optasia does not intend to declare any dividends for the six-month period ending 31 December 2025,
aside from the dividends declared and paid to Optasia's shareholders at the date of this announcement
prior to Admission, or for the year ending 31 December 2026. As such, prospective investors who intend
to participate in the Offering should anticipate receiving dividends from the Company for the first time
in the year ending 31 December 2027.
From 2027 onwards, Optasia is targeting a dividend pay-out ratio of 20% of headline earnings per
share, subject to the Group's cash requirements, growth prospects and compliance with applicable
laws. The Company intends to declare and pay dividends annually for the foreseeable future.
THE OFFERING AND ADMISSION
The Offering will only be implemented, subject to becoming unconditional in accordance with its terms
and conditions, which will be set out in the pre-listing statement ('PLS') to be published by the Company
in due course. Investing in the Offering involves risks. The PLS will be issued in compliance with the
JSE Listings Requirements for the purposes of providing information to selected prospective investors
with regard to the business and affairs of the Group. Accordingly, any investment decision in connection
with the Offering and Admission, if proceeded with, should be made solely on the basis of the
information that will be contained in the PLS. It is currently expected that the Offering will only be made:
• in South Africa, to financial institutions and other persons who are referred to in section 96(1)(a) of
the Companies Act 71 of 2008, as amended (the 'Companies Act'); and to selected persons in
South Africa in respect of whom the total contemplated acquisition cost for Shares is not less than
ZAR1 million per single addressee acting as principal as contemplated in section 96(1)(b) of the
Companies Act, in each case to whom the Offering is specifically addressed and by whom only it
is capable of acceptance;
• within the United States to persons reasonably believed to be qualified institutional buyers as
defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933, as amended (the
'U.S. Securities Act'), or pursuant to another exemption from, or in a transaction not subject to,
the registration requirements under the U.S. Securities Act, and applicable state and other
securities laws;
• in the European Economic Area ('EEA'): (a) to persons in member states of the EEA (each a
'Member State') who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129, as amended) ('EU Prospectus Regulation') ('Qualified
Investor'); and (b) in the case of any Shares acquired by it as a financial intermediary, as that term
is used in the EU Prospectus Regulation, (i) such Shares acquired by it in the Offering have not
been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any member state of the EEA which has implemented the EU Prospectus Regulation
('Relevant Member State') other than Qualified Investors or in circumstances in which the prior
consent of the Managers (as defined below) have been given to the offer or resale; or (ii) where
such Shares have been acquired by it on behalf of persons in any Relevant Member State other
than qualified investors, the offer of those Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
• in the United Kingdom, to (i) persons falling within the definition of 'investment professionals' in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the 'Order'), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
and (iii) other persons to whom such investment or investment activity may lawfully be
communicated or caused to be communicated who are also (B) Qualified Investors; and
• if you are outside the United States, the United Kingdom, the EEA and South Africa to selected
persons in such other jurisdictions in reliance on Regulation S, to whom the Offering will specifically
be addressed, and only by whom the Offering will be capable of acceptance in accordance with the
laws and regulations of their relevant jurisdiction.
There will not be any offer made to the public (or a section thereof) in any jurisdiction pursuant to the
Offering.
Optasia, its senior management and the Selling Shareholders will agree to customary lock-up
arrangements prohibiting the sale, transfer or other disposal of any Shares held at Admission for the
duration of the agreed lock-up periods. Such lock-up arrangements will be subject to certain exceptions
and may be waived with the consent of the Managers (as defined below) and will be detailed in the
PLS.
Moelis & Company UK LLP ('Moelis') has been appointed as the Independent Financial Advisor to the
Company and Selling Shareholders.
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division) ('Standard Bank'), Morgan Stanley & Co. International plc ('Morgan Stanley') and Investec
Bank Limited (acting through its Investment Banking Division: Corporate Finance) ('Investec')
(collectively, the 'Managers') are advising Optasia in relation to the Offering and Admission.
Webber Wentzel and Milbank LLP have been appointed as legal advisers to Optasia. Bowmans and
Linklaters LLP have been appointed as legal advisers to the Managers.
ADDITIONAL INFORMATION
Additional information in respect of the Group is available on the Optasia website at
www.optasia.com/ipo
Further information and disclosures can be found in the PLS when published.
Johannesburg
8 October 2025
Transaction Sponsor
The Standard Bank of South Africa Limited
Enquiries:
Investor Relations
IR@optasia.com
Media
optasia@brunswickgroup.com
Independent Financial Advisor
Moelis
Will Peters
+44 (0)776 544 8212
Alexander Hageman
Joint Global Coordinator, Stabilisation Manager and Sponsor
Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125
Joint Global Coordinator
Morgan Stanley
Jako van der Walt
Natasha Sanders
Andrea Rosso
+44 (0) 20 7425 8000
Bookrunner
Investec
Jarrett Geldenhuys
Ashleigh Williams
+27 (0) 11 286 7000
DISCLAIMER
Forward looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future actions, including the
Offering and Admission. These forward-looking statements are statements that are not historical facts and may be identified by
the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially
from actual results. All forward-looking statements are solely based on the views and considerations of the Group, and in particular
as at the date hereof. These statements involve risk and uncertainty as they relate to events and depend on circumstance that
may or may not occur in the future. The Group does not undertake to update or revise any of these forward-looking statements
publicly, whether to reflect new information, future events or otherwise. These forward-looking statements have not been reviewed
or reported on by the Group's external auditors.
Each of the Company and the Managers and their respective affiliates as defined under Rule 501(b) of Regulation D of the U.S.
Securities Act, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement
contained in this announcement whether as a result of new information, future developments or otherwise, and the distribution of
this announcement shall not be deemed to be any form of commitment on the part of Optasia to proceed with the Offering or any
transaction or arrangement referred to therein.
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness
or completeness. This announcement does not, and is not intended to, constitute or form part of and should not be construed as
any offer for sale or subscription of, or invitation for or solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, or issue, any security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in
connection with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South Africa,
Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories and possessions, any State
of the United States and the District of Columbia) or any member state of the EEA). The Offering referred to in this announcement
will be implemented pursuant to the PLS. This announcement is not the PLS and does not contain all of the information required
for a PLS prepared in accordance with the relevant disclosure requirements under the JSE Listings Requirements.
This announcement is not for release, publication, or distribution, directly or indirectly, in or into any jurisdiction outside of South
Africa (including, without limitation, Australia, Canada, Japan, the United Kingdom, the United States (including its territories and
possessions, any State of the United States and the District of Columbia) or any member state of the EEA) if such distribution is
restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If the distribution
of this announcement and any accompanying documentation in or into any jurisdiction outside of South Africa is restricted or
prohibited by, or would constitute a violation of, the laws or regulations of any such jurisdiction, such document is deemed to have
been sent for information purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements or
restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority. This announcement does not take into
account the investment objectives, financial situation or particular needs of any particular person. Further, the contents of this
announcement do not constitute legal advice or purport to comprehensively deal with the legal, regulatory and tax implications of
the Offering for any potential investor. Recipients are accordingly advised to consult their professional advisors about their
personal legal, regulatory and tax positions regarding the matters contained in this announcement.
None of the Company, the Managers, the Independent Financial Adviser and/or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisors, agents or any other person(s) accept any responsibility
or liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy, completeness or
fairness of the information or opinions in this announcement including but not limited to any investment considerations (or whether
any information has been omitted from this announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The Managers and the Independent Financial Adviser are acting exclusively for the Company and no-one else in connection with
the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible
to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in
relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This announcement does not constitute and should not be considered as any form of financial option or recommendation by
them. None of them provide legal, tax or accounting advice and recipients are strongly advised to consult their own independent
advisors on any legal, tax or accounting issues relating to this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe
for securities (as defined in the Companies Act) in South Africa, including an offer to the public for the sale of, or subscription for,
or the solicitation of an offer to buy and/or subscribe for, securities or otherwise and will not be distributed to any person in South
Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. Accordingly, this
announcement does not constitute a 'registered prospectus' or an 'advertisement' relating to an 'offer to the public', as
contemplated by the Companies Act. No prospectus has been, or will be, filed with any regulatory authority, including the South
African Companies and Intellectual Property Commission in respect of this information in this announcement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended, and should not be construed as an
express or implied recommendation, guide or proposal that the Offering, or the present or future business or investments of the
Group, is appropriate to the particular investment objectives, financial situations or needs of any prospective investor, and nothing
in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in
South Africa.
The Shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Shares may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of securities in the United States, Canada, Australia and
Japan.
The issue or sale of Shares in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Group
assumes no responsibility in the event there is a violation by any person of such restrictions. In the United Kingdom, this
communication is being distributed to and is only directed at persons who are 'qualified investors' within the meaning of Article
2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the
'UK Prospectus Regulation') who are also; (i) investment professionals falling within Article 19(5) of the Order; (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may be lawfully communicated (all such
persons in (i), (ii) and (iii) above, together being referred to as 'relevant persons'). In the United Kingdom, any invitation, offer or
agreement to subscribe for, purchase or otherwise acquire securities.
Date: 08-10-2025 08:00:00
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