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Amendments to Scheme terms and postponement of the Scheme Meeting to approve the Scheme
Mahube Infrastructure Limited Sustent Holdings (RF) Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06) (Registration number: 2024/726313/07)
ISIN: ZAE000290763 (the "Offeror" or "Sustent")
JSE code: MHB
(the "Company" or "Mahube")
AMENDMENTS TO SCHEME TERMS AND POSTPONEMENT OF THE SCHEME MEETING TO APPROVE THE SCHEME
Unless otherwise defined in this announcement, words and expressions contained herein shall have
the same meanings as assigned to them in the circular to Mahube Shareholders dated 13 March
2026 ("Scheme Circular").
1. INTRODUCTION
We refer to the announcement published on SENS on 13 March 2026 advising Mahube
Shareholders of, inter alia, the dates and time applicable to the Scheme and, in particular, the
Scheme Meeting.
Shareholders are hereby advised that the Scheme Meeting has been postponed to Monday,
11 May 2026.
2. AMENDMENT OF SCHEME TERMS
We are pleased to advise that Mahube and Sustent have entered into an addendum to the
Scheme Implementation Agreement in terms of which:
- the Scheme Consideration has been increased from ZAR5.50 to ZAR6.00 per Mahube
Share;
- the Scheme Consideration will no longer be subject to any adjustment for dividends paid
which are normal as to timing and amount; and
- the date for the fulfilment or waiver (to the extent legally permissible) of the Scheme
Conditions has been extended to 17:00 on 31 July 2026;
collectively, "the Amended Scheme Terms".
3. THE SCHEME MEETING
In order for Mahube Shareholders to be afforded additional time to consider the Amended
Scheme Terms, the Scheme Meeting will now be held at 12:00 on Monday, 11 May 2026 at
African Pride Melrose Arch Hotel, 1 Melrose Blvd, Melrose Arch, Johannesburg, 2196 and
virtually by way of electronic communication, for the purpose of considering and, if deemed fit,
passing with or without modification the resolutions required to be approved by Shareholders in
order to authorise and implement the Scheme ("Scheme Resolutions").
4. SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
The salient dates and times relating to the Scheme and its implementation are set out below:
2026
Last day to trade in Mahube Shares in order to be recorded in the Friday, 24 April
securities register to vote at the Scheme Meeting (Voting Last Day
to Trade) on (refer to note 3 below)
Record date for Shareholders to be recorded in the securities
Thursday, 30 April
register in order to be eligible to attend and participate in the
Scheme Meeting, being the Scheme Voting Record Date, by
close of trade on
For administrative purposes only, forms of proxy to be lodged with Thursday, 7 May
the transfer secretaries by 12:00 on
Forms of proxy emailed to the transfer secretaries (for the attention Monday, 11 May
of the chairperson of the Scheme Meeting) to be received via email
and provided to the chairperson, at any time before the proxy
exercises any rights of the Shareholder at the Scheme Meeting on
Last date and time for Shareholders to give notice to Mahube Monday, 11 May
objecting, in terms of section 164(3) of the Companies Act, to the
Scheme Resolutions to be able to invoke appraisal rights by 12:00
on
Scheme Meeting to be held at 12:00 on Monday, 11 May
Results of Scheme Meeting released on SENS on Monday, 11 May
Results of Scheme Meeting expected to be published in the South Tuesday, 12 May
African press on or about
If the Scheme is approved by Shareholders at the Scheme Meeting:
Last date for Shareholders who voted against the Scheme Monday, 18 May
Resolutions to require Mahube to seek court approval for the
Scheme Resolutions in terms of section 115(3)(b) of the
Companies Act (where applicable) on
Last date for Shareholders who voted against the Scheme Monday, 25 May
Resolutions to apply to Court for leave to apply for a review of the
Scheme Resolutions in terms of section 115(3)(b) of the
Companies Act on
Last date for Mahube to send objecting Shareholders notices of the Monday, 25 May
adoption of the Scheme Resolutions in accordance with section
164(4) of the Companies Act on
Assuming that all the Scheme Conditions are fulfilled or waived (to the extent legally
permissible) and that neither court approval nor the review of the Scheme is
required:
Issue of the compliance certificate by the Takeover Panel with Thursday, 25 June
respect to the Scheme in terms of section 121(b) of the Companies
Act on
Scheme finalisation date announcement expected to be released Friday, 26 June
on SENS by 11:00 on
Scheme finalisation date announcement expected to be published Monday, 29 June
in the South African press on or about
Expected last day to trade, being the last day to trade Mahube Tuesday, 7 July
Shares on the JSE in order to participate in the Scheme (Scheme
Last Day to Trade)
Trading in Mahube Shares on the JSE expected to be suspended Wednesday, 8 July
from commencement of trade on or about
Expected Scheme Consideration record date, being the date on Friday, 10 July
which Scheme Participants must be recorded in the securities
register to receive the Scheme Consideration, in order to receive
the Scheme Consideration on Monday, 13 July 2026, expected to
be by close of trade on
Expected last date by which Scheme Participants must validly Friday, 10 July
make the Exit Election and/or the Continuation Election in respect
of the Scheme Shares, failing which Scheme Participants will be
deemed to have made the Exit Election in respect of those Shares,
in which event Sustent will acquire all those Shares in terms of
section 114(1)(c) of the Companies Act if the Scheme becomes
Operative, on or prior to 12:00 on
Expected Operative Date on Monday, 13 July
Scheme Consideration expected to be sent by electronic fund Monday, 13 July
transfer to Scheme Participants who are certificated Mahube
Shareholders and who have lodged their form of election and
surrender with the transfer secretaries on or prior to 12:00 on the
Scheme Consideration record date, on
Dematerialised Scheme Participants expected to have their Monday, 13 July
accounts (held at their CSDP or broker) credited with the Scheme
Consideration on
Expected date for termination of the listing of Mahube Shares in Tuesday, 14 July
terms of the Scheme at the commencement of trade on the JSE
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Mahube and
approved by the Takeover Panel and/or the JSE, if required. If all the Scheme Conditions are
not fulfilled or, where applicable, waived by Tuesday, 23 June 2026 (or if all conditions precedent
to the Scheme are fulfilled or, where applicable, waived on a day before Tuesday, 23 June 2026),
an updated timetable will be released on SENS.
2. Completed forms of proxy and the authority (if any) under which they are signed must be (i)
lodged with, posted or emailed to the transfer secretaries ("Computershare") at Rosebank
Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold,
2132), or proxy@computershare.co.za, to be received by them no later than 12:00 on
Thursday, 7 May 2026 or (ii) thereafter emailed to Computershare at the aforementioned email
address (for the attention of the chairperson of the Scheme Meeting) at any time before the proxy
exercises any rights of the Shareholder at such Scheme Meeting.
3. Shareholders should note that, as trade in Mahube Shares on the JSE is settled in the electronic
settlement system used by Strate Proprietary Limited, settlement of trades takes place 3
business days after the date of such trades. Therefore, Shareholders who acquire Mahube
Shares on the JSE after the voting last day to trade, expected to be on Friday, 24 April 2026
being the last day to trade in Mahube Shares so as to be recorded in the securities register on
the Scheme Voting Record Date, will not be entitled to vote at the Scheme Meeting.
4. Shareholders who wish to exercise their appraisal rights are referred to Annexure 4 of the
Scheme Circular for purposes of determining the relevant timing for the exercise of their appraisal
rights.
5. The exercise of appraisal rights may result in changes to the above salient dates and times and
Shareholders will be notified separately of the applicable dates and times resulting from any such
changes.
6. Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act,
to require the approval of a court for the Scheme should refer to Annexure 4 of the Scheme
Circular which includes an extract of section 115 of the Companies Act. Should Shareholders
exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out
above may change, in which case an updated timetable will be released on SENS.
7. Dematerialised Shareholders, other than those with own-name registration, must provide their
CSDP or broker with their instructions for voting at the Scheme Meeting by the cut-off time and
date stipulated by their CSDP or broker in terms of their respective custody agreements between
them and their CSDP or Broker.
8. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but
the forms of proxy submitted for the initial Scheme Meeting will remain valid in respect of any
adjournment or postponement of the Scheme Meeting.
9. Mahube Shareholders should note that there may be no dematerialisation or rematerialisation of
Mahube Shares after Tuesday, 7 July 2026, which is the expected last day to trade in order to
participate in the Scheme.
10. Although the salient dates and times are stated to be subject to change, such statement shall
not be regarded as consent or dispensation for any change to time periods which may be
required in terms of the Companies Act, the Companies Regulations and the JSE Requirements,
where applicable, and any such consents or dispensations must be specifically applied for and
granted.
11. All times referred to in this announcement are references to South African Standard Time.
5. RESPONSIBILITY STATEMENTS
Mahube
The Independent Board (to the extent that the information relates to Mahube) individually and
collectively accepts full responsibility for the accuracy of the information contained in this
announcement. In addition, the Independent Board certifies that to the best of its knowledge and
belief, the information contained in this announcement is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein or which
would make any statement false or misleading, and that all reasonable enquiries to ascertain
such information have been made and this announcement contains all information required by
law and the JSE Listings Requirements.
Offeror
The board of directors of the Offeror (to the extent that the information relates to the Offeror)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the board of directors of the Offeror certifies that to
the best of its knowledge and belief, the information contained in this announcement is true and,
where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein or which would make any statement false or misleading, and that all reasonable
enquiries to ascertain such information have been made and this announcement contains all
information required by law.
Sandton
15 April 2026
Transaction Advisor to the Offeror
PSG Capital
Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr
Corporate Advisor and Sponsor to Mahube
Questco Corporate Advisory
Legal Advisor to Mahube
Werksmans Attorneys
Independent Expert
Merchantec Capital
Date: 15-04-2026 09:21:00
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