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Proposed Change of Control of Centrafin’s Servicer, Centrafin Proprietary Limited, and Related Class a Noteholder Consent Process
CENTRAFIN ASSET RENTALS (RF) LIMITED
(Incorporated with limited liability in the Republic of South Africa)
Registration number: 2024/633176/06
JSE Alpha Code: CEAI
(Centrafin or the Issuer)
PROPOSED CHANGE OF CONTROL OF CENTRAFIN'S SERVICER, CENTRAFIN PROPRIETARY LIMITED, AND RELATED CLASS A NOTEHOLDER CONSENT PROCESS
Introduction
Noteholders are referred to the announcement published on the news service of the Nambian Securities Exchange on 7 October 2026 by Capricorn Group Limited (?Capricorn Group?), and are hereby advised that the Issuer has been informed that Capricorn Group has concluded a binding offer to Fonzosys Pty Ltd, the holding company of Alviva Holdings Pty Ltd and Centrafin Pty Ltd (the ?Servicer?), to acquire a majority interest in the Servicer, Centrafin's Servicer in terms of its R3bn Programme Memorandum (the ?Programme?) (the ?Transaction?).
The Transaction, if implemented, will result in a change of control of the Servicer, which requires consent from the holders of the Class A noteholders, being the controlling class noteholders (?Class A Noteholders?).
Conditions Precedent
The Transaction remains subject to, inter alia, the negotiation and execution of definitive transaction agreements, approvals from the Bank of Namibia and the South African Competition Commission, and compliance with applicable Namibia Securities Exchange requirements. The conditions precedent must be fulfilled or waived by 31 January 2027, or such later date as the parties may agree in writing.
Class A Noteholders Consent
In terms of the transaction documents governing the Programme, a Servicer Change of Control requires consent from the Class A Noteholders (?Class A Noteholder Consent?).
The Issuer will, in due course, publish a notice in respect of the Class A Noteholder consent process, which notice will contain details of, inter alia:
* the proposed extraordinary resolution to be considered by Class A Noteholders;
* the voting procedures and applicable consent threshold; and
* the anticipated timetable for the consent process.
At this stage no action is required from noteholders.
Centrafin will continue to keep noteholders and the market informed of material developments relating to the Transaction and the consent process.
7 October 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor
Webber Wentzel
Date: 07/10/2026 09:05:00
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