RE: Awaiting the satisfactory conclusion of the sale of South Africa4 Sep 2025 11:27
Klapka, unless the Competition Commission are not happy with the deal then the regulatory conditions look achievable. The security is fairly watertight as well.
The broader factors are what they are but the world needs chrome and SA produces the majority of the worlds supply.
6.2 Suspensive Conditions
Completion is subject to the following Suspensive Conditions being satisfied or waived in accordance with the Sale Agreement.
· Approval of the South African Competition Commission Tribunal under the Competition Act;
· Approval of the South African Reserve Bank to the extent required;
· Consent of any financiers of the companies within the Disposal Group to the extent that such consent is required in respect of a change of control of the Disposal Group that will occur pursuant to the Disposal;
· Passing of shareholders' resolutions on the part of Jubilee and One Chrome approving the Disposal;
· Passing of a shareholders' special resolution on the part of BHM approving the Disposal; and
· Execution and implementation of the SOB.
6.3 Security
The Deferred Payment is secured by the Purchaser through a pledge over 49% of the issued capital of JMG SA Holdings to be held in escrow by BHM's nominated attorneys. The Share Pledge shall be reduced proportionally on each occasion that the Purchaser makes a Deferred Payment, provided that at all times until the Deferred Payment has been reduced to zero, the Share Pledge shall not at any time fall below 25.1% of the JMG SA Holdings' ordinary shares. To ensure enforceability, Jubilee has secured step-in-rights over the pledged shares.