MANTENGU LIMITED - Disposal of Sublime Technologies Proprietary Limited

Evidence from the filing

• The disposal is expected to reduce Group debt by approximately R135 million while removing Sublime’s non-productive assets from the balance sheet.

  “The disposal of Sublime will reduce the Group’s debt by approximately R135 million (inclusive of the R112 million above) while simultaneously removing all of the non-productive assets in Sublime from the Group’s balance sheet.”

• Mantengu’s monthly support costs for Sublime fell to approximately R1.2 million from September 2026, after previously running at approximately R4 million to R5 million per month through August 2026.

  “The Disposal will allow Mantengu to exit a non-income-generating operation where it has had to cover costs of approximately R4 million to R5 million per month up until August 2026 and, following the conclusion of the Section 189 Process, these costs reduced to approximately R1.2 million per month from September 2026 referred to above.”

• The disposal removes Mantengu from a subsidiary that generated no income since June 2025 and continued incurring substantial losses after year-end without production.

  “Sublime has not generated any income since June 2025, and the consultation process with Sublime’s employees and trade union in terms of Section 189 of the Labour Relations Act 66 of 1995 was concluded at the end of August 2026 (the “Section 189 Process”).”

• Sublime’s loss after tax attributable to the year ended 28 February 2026 was R166 million, highlighting the earnings drag associated with the operation being exited.

  “As at 28 February 2026, Sublime had net assets of R176 million and the loss after tax attributable to Sublime for the year ended 28 February 2026 was R166 million.”

• The disposal is below a Category 2 transaction and therefore does not require Mantengu shareholder approval.

  “The Disposal falls below a Category 2 transaction in terms of the JSE Listings Requirements and accordingly does not require the approval of Mantengu shareholders.”

• The disposal consideration is R1 001 and will be applied to incidental costs, leaving effectively no cash proceeds for Mantengu.

  “The aggregate purchase consideration payable by the Purchaser for the Sale Shares and the Sale Claims is R1 001 (one thousand and one Rand) (the “Purchase Consideration”), which will be settled on the closing date in cash, which cash will be applied to incidental costs.”

• The Group will write down Sublime’s recorded fair value from R33 million to nil in the six months ended 31 August 2026.

  “The Group will be writing down the fair value of Sublime recorded at group level from R33 million to nil in the results for the six months ended 31 August 2026.”

• If the debt-extinguishment condition is not met or validly waived by the restructuring date, the agreement terminates and the parties revert to their pre-agreement positions.

  “If the Resolutive Condition is not fulfilled (or, where applicable, waived by the Seller) by the Restructuring Date, then, with effect from that date and without the need for notice by either Party: the Agreement will terminate and the Seller and Purchasers shall be restored, as nearly as possible, to the positions they would have occupied had the Agreement never been concluded.”

• Sublime continued incurring substantial post-year-end losses without production, but the filing does not quantify those losses in rand.

  “Subsequent to year end, Sublime continued to incur substantial losses because it still comprised a full staff complement and incurred overheads without any production.”

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