KAL GROUP LIMITED - Closing of the Disposal of Agriplas Proprietary Limited

Evidence from the filing

• The successful implementation of the Sale Transaction, despite a temporary carve-out for Eswatini, signifies the completion of a strategic corporate action and reduces deal-related uncertainty for shareholders.

  “Accordingly, the Company is pleased to advise that the Sale Transaction will be implemented in accordance with its terms, save for as contemplated in the Undertaking.”

• Obtaining consent from the Eswatini Competition Commission for the Sale Transaction demonstrates effective navigation of regulatory processes, allowing the majority of the deal to proceed as planned.

  “The Company now wishes to advise shareholders that the parties have obtained the Commission's consent to implement the Sale Transaction subject to the undertaking not to implement same in the territory of the Kingdom of Eswatini until the Commission has approved the Sale Transaction ("the Undertaking").”

• The announced 'closing' of the Agriplas disposal is incomplete, with the transaction specifically not implemented in the Kingdom of Eswatini until further regulatory approval, prolonging uncertainty and delaying full strategic simplification.

  “the parties have obtained the Commission's consent to implement the Sale Transaction subject to the undertaking not to implement same in the territory of the Kingdom of Eswatini until the Commission has approved the Sale Transaction ("the Undertaking").”

• The necessity of a 'second addendum' to the Agreement, coupled with the expectation of future 'Commission's feedback in due course', signals persistent and complex regulatory hurdles that are delaying a definitive conclusion to the disposal process.

  “To give effect to these arrangements, the parties have entered into a second addendum to the Agreement.”

• The partial nature of the disposal, leaving the Eswatini operations unfinalized, creates a second-order risk of operational fragmentation and potentially retaining a residual, non-core asset that could dilute the intended benefits of the divestment and complicate future financial reporting.

  “Accordingly, the Company is pleased to advise that the Sale Transaction will be implemented in accordance with its terms, save for as contemplated in the Undertaking.”

• The explicit statement that the Company 'will update shareholders upon receipt of the Commission's feedback in due course' indicates an ongoing administrative burden and potential resource allocation towards a divested asset, postponing the full financial and operational benefits of the disposal.

  “The Company will update shareholders upon receipt of the Commission's feedback in due course.”

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