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Joint announcement of the firm intention of Solar SA Investments Proprietary Limited to make an offer to acquire all of Omnia’s issued ordinary shares (other than treasury shares), the subsequent delisting of all Omnia shares and withdrawal of cautionary
OMNIA HOLDINGS LIMITED SOLAR SA INVESTMENTS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1967/003680/06) (Registration number 2026/528940/07)
JSE share code: OMN (SOLAR SA)
ISIN: ZAE000005153
(OMNIA)
JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF SOLAR SA INVESTMENTS PROPRIETARY LIMITED TO MAKE AN OFFER TO
ACQUIRE ALL OF OMNIA’S ISSUED ORDINARY SHARES (OTHER THAN TREASURY SHARES), THE SUBSEQUENT DELISTING OF
ALL OMNIA SHARES AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION
Further to the cautionary announcement (Cautionary Announcement) published on the stock
exchange news service (SENS) of the JSE Limited (JSE) on 11 September 2026, holders
(Omnia Shareholders) of Omnia ordinary shares (Omnia Shares) are advised that on 14
September 2026 Omnia (Implementation Agreement Signature Date), Solar SA and Solar
Overseas Mauritius Limited (registration number C090063) (Solar Mauritius) concluded an
implementation agreement (Implementation Agreement) in terms of which Solar SA inter alia
agreed to make an offer to acquire all of Omnia's issued ordinary shares (excluding treasury
shares) (Scheme Shares) by way of a scheme of arrangement (Scheme) as described in
paragraph 4 below (Offer). As at the date of this announcement Omnia's subsidiaries do not hold
any treasury shares.
If the Scheme becomes operative, participants therein will receive a cash consideration of
R134.50 per Scheme Share from Solar SA.
Following implementation of the Scheme, the listing of Omnia's shares on the Main Board of the
securities exchange operated by the JSE and on the A2X Markets (A2X) will be terminated
(Delisting).
The Offer and the Delisting are hereinafter referred to as the Proposed Transaction.
2. INFORMATION ABOUT SOLAR
2.1 Solar SA is wholly owned by Solar Mauritius which in turn is wholly owned by Solar Industries
India Limited (SIIL, and along with its subsidiaries, Solar Group). SIIL is listed on the National
Stock Exchange of India Limited and the BSE Limited with a market capitalisation of c.USD21
billion. Founded by the current chairman, Shri Satyanarayanji Nuwal, the Solar Group has
evolved from a single site manufacturing company in 1995 to a globally recognised industrial
manufacturer.
2.2 The business of Solar Group operates through two primary divisions: (i) Industrial Explosives,
which provides packaged and bulk explosives and initiating systems to the mining,
infrastructure and housing sectors; and (ii) Defence and Aerospace, which manufactures a
broad range of defence products.
2.3 From an industrial explosives perspective, the products of the Solar Group are consumed in
over 90 countries, supported by manufacturing facilities across 11 countries. Solar Group is
also one of the world's largest producers of high energy materials and operates one of the
world’s largest manufacturing facilities for cartridges, detonating cords and cast boosters.
2.4 Solar Group has a strong commitment to safety, sustainability and responsible operations,
underpinned by internationally recognised management systems and established ESG
reporting frameworks.
2.5 Solar Group’s vision is to become a global leader in industrial explosives, combining
manufacturing scale with innovation, technology and R&D to deliver safe, reliable and high-
quality solutions.
3. RATIONALE FOR THE PROPOSED TRANSACTION
3.1 Benefits for Omnia Shareholders
The cash consideration of R134.50 represents a premium of:
- 30.98% to the closing price of Omnia Shares on the JSE of R102.69 on 10
September 2026, being the last business day prior to the date of the Cautionary
Announcement;
- 14.30% to the closing price of Omnia Shares on the JSE of R117.67 on 11
September 2026, being the last business day prior to the date of this announcement;
- 35.73% to the 30-day adjusted volume weighted average traded price (VWAP) up to
and including 10 September 2026 of Omnia Shares on the JSE of R99.09; and
- 70.69% to the closing price of Omnia Shares on the JSE on 31 December 2025 of
R78.80.
3.1.1 The cash consideration compares favourably with the valuation multiples of global peers
and the premia observed in precedent JSE take-private transactions, notwithstanding the
material increase in Omnia’s share price since the beginning of 2026.
3.1.2 The Offer follows extensive due diligence and negotiations between Solar SA and Omnia.
3.2 Benefits for Omnia and its stakeholders
3.2.1 As part of a larger, well-capitalised international group, Omnia will gain access to additional
capital, complementary technology and new markets to support the continued growth and
competitiveness of its Mining and Agriculture businesses, including through Solar Group’s
established presence in India. Solar Group’s global manufacturing and commercial
footprint is also expected to provide additional routes to market for Omnia’s mining and
agriculture offerings.
3.2.2 Solar SA is committed to the continued development of Omnia's employees through skills
development, technology and R&D transfer, and broader international exposure, while
strengthening capacity within Omnia’s South African operations.
3.3 Benefits for South Africa
3.3.1 The Proposed Transaction represents a significant inward foreign direct investment into
South Africa and a strong vote of confidence in the South African economy and in the long-
term prospects of its mining, agriculture and manufacturing sectors. It further strengthens
the strategic economic corridor between South Africa and India, deepening trade,
investment and industrial linkages between two key emerging market economies and
BRICS partners.
3.3.2 Solar Group is committed to South Africa as a core manufacturing and operating base for
the enlarged group and intends to use Omnia's South African operations as a hub from
which to serve and expand across the African continent, supporting local employment and
the broader industrial value chain.
3.3.3 Solar Group recognises the importance of B-BBEE and public interest considerations, as
well as Omnia’s broader role in South Africa. It intends to support Omnia’s continued
contribution to economic transformation, inclusive growth and sustainable development.
Solar Group will constructively engage with critical stakeholders to support Omnia’s
existing empowerment and socio-economic development initiatives.
3.4 Rationale for Solar
3.4.1 The Proposed Transaction demonstrates Solar SA's confidence in Omnia’s long-term
growth prospects and the markets in which it operates. It will bring together two highly
complementary businesses to create a globally diversified, vertically integrated, explosives
and initiating-systems group of greater scale, geographic reach and technological depth.
3.4.2 A combination with Omnia is fully aligned with Solar Group’s ambition to pursue global
leadership in the manufacturing of industrial and mining explosives and being an
innovative solution provider with a focus on safety, quality and reliability.
3.4.3 Omnia brings an experienced management team and substantial operating capability that
Solar Group intends to leverage over the long term by supporting Omnia's existing
management, employees and operations to continue pursuing Omnia's strategy to drive
growth and create value for customers and other stakeholders.
3.4.4 Omnia's leading Agriculture segment’s innovative Nutriology® proposition, specialty
fertilizers, biostimulants and AgTech solutions can further extend the combined group's
customer reach through its established Southern African platform and export-driven
international presence and unlock significant new opportunities in Solar Group’s large
existing markets. This further supports the combined company’s growth and diversification
ambitions.
4. THE SCHEME
4.1 Overview of the Scheme
4.1.1 In order to give effect to the Offer, the Omnia Board will, propose the Scheme between
Omnia and the Omnia Shareholders in terms of Section 114(1)(c), as read with Section
115, of the Companies Act 71 of 2008 (Companies Act), Chapter 5 of the Companies
Regulations, 2011 (Companies Regulations) and paragraph 1.8(d) of the JSE Limited
Listings Requirements (JSE Listings Requirements).
4.1.2 The Scheme will constitute an "affected transaction" as defined in section 117(1)(c)(iii) of
the Companies Act.
4.1.3 The Scheme will be subject to the fulfilment or waiver, as the case may be, of the Scheme
Conditions set out in paragraph 4.3 below.
4.2 Scheme Consideration and Effects
4.2.1 If the Scheme becomes operative, Solar SA will acquire all of the Scheme Shares held by
Omnia Shareholders (excluding those Omnia Shareholders who validly exercise appraisal
rights in accordance with section 164 of the Companies Act (Dissenting Shareholders)
other than Dissenting Shareholders who have, whether voluntarily or pursuant to a final
order of the Court, withdrawn their demands made in terms of Sections 164(5) to 164(8)
of the Companies Act (Section 164 Demands), or allowed any offers made to them in
terms of Section 164(11) of the Companies Act (Section 164 Offer) to lapse) (Scheme
Participants) for a cash consideration of R134.50 per Scheme Share (Scheme
Consideration) and all of the Omnia Shares will be delisted from the Main Board of the
JSE and from A2X.
4.2.2 The Scheme Consideration values the entire issued share capital of Omnia at
R21,828,973,400.
4.2.3 As at 11 September 2026, being the last business day prior to the date of this
announcement, the Scheme Consideration represents a premium of:
Share Price Scheme Consideration
Premium (%)
Clean price(1) R102.69 30.98%
Market price (2) R117.67 14.30%
30-day VWAP (3) R99.09 35.73%
Year-to-date R78.80 70.69%
price (4)
Notes:
(1) The “clean price” represents the closing price of Omnia Shares on the JSE on
10 September 2026, being the last trading day prior to the publication of the
Cautionary Announcement on SENS.
(2) The “market price” represents the closing price of Omnia Shares on the JSE on
11 September 2026, being the last trading day prior to the publication of this
announcement on SENS.
(3) The “30-day VWAP” represents the adjusted VWAP at which Omnia’s shares traded
on the JSE for the 30 trading days up to and including 10 September 2026 (excluding
the final dividend for the year ended 31 March 2026 paid on 17 August 2026), being
the last trading day prior to the publication of the Cautionary Announcement on
SENS.
(4) The “year-to-date price” represents the closing price of Omnia Shares on the JSE on
31 December 2025.
4.2.4 Solar SA has furnished the Takeover Regulation Panel, established in terms of section 196
of the Companies Act (TRP), with an irrevocable unconditional guarantee (Cash
Confirmation Guarantee) issued by Rand Merchant Bank (a division of FirstRand Bank
Limited) (RMB), in accordance with Regulation 111(4)(a) and 111(5) of the Companies
Regulations, in terms of which RMB has undertaken, in favour of and enforceable by the
TRP for the benefit of Scheme Participants, to pay the Scheme Consideration to all
Scheme Participants if Solar SA fails to discharge its obligation to pay the Scheme
Consideration when it becomes due, being the Monday immediately following the record
date for the Scheme (Scheme Record Date) (or such other date as Omnia and Solar SA,
with the consent of the JSE and TRP, if required, may agree in writing) (Scheme
Implementation Date).
The Cash Confirmation Guarantee will expire at 12h00 (South African time) on 9 September 2027.
4.3 Scheme Conditions
4.3.1 The Scheme will be subject to the fulfilment or, where applicable, waiver, by not later than
31 July 2027, of each of the following conditions precedent (Scheme Conditions):
4.3.1.1 either (i) no Omnia Shareholder gives notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and votes against the Scheme
Resolution at the general meeting (or any reconvened general meetings held as a result
of the adjournment or postponement of the general meeting) called for the purpose of
seeking approval of the Scheme (Scheme Meeting); or (ii) if any Omnia Shareholder
gives notice objecting to the Scheme Resolution as contemplated in section 164(3) of
the Companies Act and then votes against the Scheme Resolution at the Scheme
Meeting (i.e., a Dissenting Shareholder), Omnia Shareholders holding no more than
3% of all of the Scheme Shares give such notice objecting to the Scheme Resolution
as contemplated in section 164(3) of the Companies Act, vote against the Scheme
Resolution at the Scheme Meeting and makes a demand as contemplated in section
164(5) of the Companies Act;
4.3.1.2 the Scheme Resolution is approved by the requisite majority of votes cast at a quorate
Scheme Meeting, as contemplated in section 115(2) of the Companies Act;
4.3.1.3 should section 115(3)(a) of the Companies Act become applicable, and a person who
voted against the Scheme Resolution requires Omnia to apply to the High Court of
South Africa (Court) to approve the Scheme Resolution, Omnia elects not to treat the
Scheme Resolution as a nullity and the Court approves the implementation of the
Scheme Resolution;
4.3.1.4 if any person who voted against the Scheme Resolution applies to the Court for a review
of the Scheme in terms of sections 115(3)(b) and 115(6) of the Companies Act either
leave to apply to Court for any such review is refused, or if leave is granted, the Court
refuses to set aside the Scheme Resolution;
4.3.1.5 all regulatory approvals required to implement the Proposed Transaction are obtained
from each of the competition authorities whose approval is required in terms of
applicable law to implement the Proposed Transaction, being (as at the date of this
announcement) the competition authorities of South Africa, the Common Market for
Eastern and Southern Africa, the East African Community, the Economic Community
of West African States, Botswana, Namibia, Mali and Nigeria, either unconditionally or
subject to conditions acceptable to Solar SA (and, to the extent applicable, Omnia),
each acting reasonably and in good faith;
4.3.1.6 a Material Adverse Change (as defined in paragraph 5.1.5.3) has not occurred on or
prior to the date on which all the other Scheme Conditions (other than the Scheme
Condition in this paragraph 4.3.1.6 and the Scheme Condition in paragraph 4.3.1.10)
have been fulfilled or, where applicable, waived;
4.3.1.7 the Scheme Resolution is not withdrawn;
4.3.1.8 each of the counterparties to four material contracts of the Omnia group (which have
been disclosed to the TRP to ensure objectivity, but details of which cannot be
published without breaching Omnia's confidentiality obligations) provides its
unconditional written consent to the Proposed Transaction (or, if conditional, subject to
conditions acceptable to Solar SA, acting reasonably and in good faith) and/or waives
its right to terminate the relevant contract pursuant to the Proposed Transaction, to the
extent required under that contract;
4.3.1.9 no order has been issued by any Governmental Authority (as defined in
paragraph 4.3.2), on or prior to the date on which all Scheme Conditions (other than
this paragraph 4.3.1.9 and paragraph 4.3.1.6) have been fulfilled or waived, if
applicable, which shall prevent Omnia, Solar SA and/or Solar Mauritius from complying
with its obligations to implement the Scheme as set out in the Scheme Circular or to
the extent that an order has been issued, on the basis that the order is capable of being
lifted or satisfied if certain conditions are satisfied, such conditions are acceptable to
Solar SA acting reasonably and in good faith and Solar SA satisfies such conditions.
4.3.1.10 before or on the date of the Scheme Circular, the Independent Board has received the
final opinion of the Independent Expert confirming that the Scheme Consideration is
fair and reasonable to Omnia Shareholders in accordance with the Companies
Regulations and the Companies Act; and
4.3.1.11 before or on the date of the Scheme Circular, Omnia has delivered to Solar SA a copy
of resolutions passed by the Independent Board in which it has resolved:
4.3.1.11.1 that, in its opinion the Scheme Consideration is fair and reasonable; and
4.3.1.11.2 to recommend the Scheme to Omnia Shareholders; and
4.3.1.11.3 to recommend that Omnia Shareholders vote in favour of the resolution to approve
the Scheme (Scheme Resolution);
4.3.1.12 on or prior to the date on which all Scheme Conditions (other than the Scheme
Conditions in paragraph 4.3.1.6 and paragraph 4.3.1.10 have been fulfilled or waived,
if applicable:
4.3.1.12.1 Omnia has not received a Superior Competing Omnia Proposal or, if Omnia has
received a Superior Competing Omnia Proposal, after the process described in
paragraph 5.1.1 has been followed, such Superior Competing Omnia Proposal does
not continue to be a Superior Competing Omnia Proposal when compared to the
Scheme Consideration and/or revised terms proposed by Solar SA;
4.3.1.12.2 if any Scheme Condition capable of waiver becomes incapable of fulfilment, either
Omnia or Solar SA, to the extent that the Scheme Condition operates in its favour
has notified the other in writing that it will not waive that Scheme Condition; and
4.3.1.12.3 Omnia has not declared, distributed or paid any distribution other than intra-Omnia
group dividends payable by wholly-owned subsidiaries to their holding companies.
4.3.2 For purposes of paragraph 4.3.1.9, Governmental Authority means:
4.3.2.1 the government of South Africa, India or Mauritius (including any national, state,
municipal or local government or any political or administrative subdivision thereof) and
any department, ministry, agency, instrumentality, court, central bank, commission or
other authority thereof;
4.3.2.2 any governmental, quasi-governmental or private body or agency lawfully exercising,
or entitled to exercise, any administrative, executive, judicial, legislative, regulatory,
licensing, competition, tax, importing or other governmental authority or quasi-
governmental authority within South Africa, India or Mauritius; and
4.3.2.3 any securities exchange within South Africa or India,
but specifically excluding the TRP.
4.3.3 Implementation of the Scheme will be conditional on the TRP issuing a compliance
certificate with respect to the Offer in terms of section 121(b) of the Companies Act
(Compliance Certificate). In the circumstances, the Scheme will only become wholly
unconditional once all the Scheme Conditions are fulfilled or waived and the TRP issues
the Compliance Certificate. If the Compliance Certificate is not issued within 10 business
days after the date on which all of the Scheme Conditions are fulfilled or waived, as the
case may be, (or such later date as may be agreed to between Solar SA and Omnia), then
the Scheme will terminate.
4.3.4 Save, in the case of Omnia, as would be inconsistent with Omnia's rights or obligations
contemplated in paragraph 5.1.1.3, each of Omnia and Solar SA shall use its reasonable
endeavours to:
4.3.4.1 procure the fulfilment of the Scheme Conditions and the issue of the Compliance
Certificate as soon as reasonably practicable;
4.3.4.2 as regards regulatory notifications (i) file all required regulatory applications and/or
notifications to procure all the approvals that may be required in connection with the
Implementation Agreement or its implementation; (ii) obtain, as soon as practicable
after the Implementation Agreement Signature Date, all such approvals; and (iii)
provide Omnia, Solar SA or Solar Mauritius, as the case may be promptly with all
assistance and information that is reasonably requested by the other and/or its legal
advisers in relation to such approvals, subject to compliance with applicable law and
any non-disclosure arrangements.
4.3.5 Solar SA is entitled, in its sole and exclusive discretion, by notice in writing delivered to
Omnia, to waive, in part or in whole, the Scheme Conditions in paragraphs 4.3.1.1, 4.3.1.6,
and 4.3.1.11 (such waiver to be in accordance with this paragraph 4.3.5 and paragraph
5.1.5). Omnia and Solar SA are entitled, by mutual written agreement, to waive, in part or
in whole, the Scheme Conditions in paragraphs 4.3.1.8, 4.3.1.10 and 4.3.1.12 (such waiver
to be in accordance with this paragraph 4.3.5). Neither Omnia nor Solar SA is entitled to
waive any other Scheme Condition unless that waiver is agreed to in writing by Omnia and
Solar SA and is permissible in law.
4.3.6 For the purposes of the Scheme Condition in paragraph 4.3.1.5 if the relevant competition
authority in respect of a particular country or region (or another competition authority for
that country or region on appeal):
4.3.6.1 approves the Proposed Transaction subject to conditions that affect Solar SA and which
are not acceptable to Solar SA (acting reasonably and in good faith) and, to the extent
that such conditions affect Omnia, are not acceptable to Omnia and Solar SA (both
acting reasonably and in good faith); or
4.3.6.2 does not approve the Proposed Transaction,
the Scheme Condition in paragraph 4.3.1.5, in so far as it relates to that country or region,
shall still be fulfilled if Solar SA appeals against, or seeks a review of, that decision to or
by another competent competition authority in respect of that country or region, and the
Proposed Transaction is then approved by the Longstop Date unconditionally, or subject
to conditions acceptable to Solar SA and/or Omnia, as the case may be, acting reasonably
and in good faith.
4.3.7 If any Scheme Condition is not timeously fulfilled or, if applicable, waived as contemplated
in this announcement, Omnia, Solar SA and Solar Mauritius will not have any claim against
the other as a result of or in connection with any such non-fulfilment or non-waiver (other
than under the Solar SA Break Fee (as defined in paragraph 5.1.7) and/or a claim for a
breach by a party of paragraph 4.3.4. In the event that the Scheme Conditions are not
fulfilled or waived timeously, then the Scheme will not become operative and shall be of
no force or effect.
4.3.8 The longstop date of the Proposed Transaction is 31 July 2027, or such later date(s) as
may be agreed in writing from time to time between Solar SA and Omnia (and approved
by the TRP to the extent required) acting reasonably.
5. OTHER MATERIAL PROVISIONS OF THE IMPLEMENTATION AGREEMENT
5.1.1 Exclusivity, non-solicitation and Solar SA’s right to match
5.1.1.1 Omnia has undertaken (and has undertaken to procure that each member of the Omnia
group and their respective prescribed officers, directors, employees and advisers
(acting in their capacity as such) adhere thereto) to Solar SA that, during the Exclusivity
Period, save with Solar SA’s prior written consent, it will:
5.1.1.1.1 refrain from directly or indirectly initiating, soliciting, encouraging or seeking to
procure any negotiations or arrangements constituting, relating to, or which might
reasonably be expected to lead to, a Competing Proposal;
5.1.1.1.2 unless required to do so in terms of applicable law (including Regulation 92 of the
Companies Regulations, fiduciary obligations under applicable law or obligations
under the Companies Act), refrain from providing information to any third party
relating to, or which might reasonably be expected to lead to, a Competing Proposal.
5.1.1.2 For purposes of this paragraph 5.1.1:
5.1.1.2.1 Exclusivity Period means the period commencing on the Implementation
Agreement Signature Date and expiring on the day following the earliest of the
following dates (i) the date on which the Scheme Resolution is approved by the
requisite majority of Omnia Shareholders;; or (ii) the date on which a Scheme
Condition fails (and, in the case of a Scheme Condition capable of waiver, it is not
waived within five business days after such failure);
5.1.1.2.2 Competing Proposal means an approach, offer, proposal or transaction,
howsoever structured or effected, provided that it is in writing and addressed, sent
or directed to Omnia, the Omnia Board, the Independent Board and/or any of
Omnia's professional advisers (other than an acquisition that is notified to Omnia or
the Omnia Board for the sole purpose of complying with the provisions of section
122(1) of the Companies Act):
5.1.1.2.2.1 whether or not legally binding; and/or
5.1.1.2.2.2 whether or not subject to pre-conditions and/or conditions precedent,
5.1.1.2.2.3 proposed by any person, other than a member of the Solar SA group for, in
respect of or involving (as the case may be):
5.1.1.2.2.3.1 the acquisition of Omnia Shares and/or the issue of Omnia Shares
constituting, in total, 5% or more of all Omnia Shares in issue immediately
prior to implementation of the acquisition and/or issue;
5.1.1.2.2.3.2 the disposal and/or issue of securities, constituting, in total, 5% or more of the
securities of any Material Omnia Group Member in issue immediately prior to
implementation of the disposal and/or issue;
5.1.1.2.2.3.3 an "amalgamation or merger" or a "scheme of arrangement" (both as
contemplated in the Companies Act), or a similar transaction, involving Omnia
or any Material Omnia Group Member;
5.1.1.2.2.3.4 the disposal of all or the greater part (whether considered on a consolidated
basis or otherwise) of the assets or undertaking of Omnia and/or a Material
Omnia Group Member (as contemplated in the Companies Act);
5.1.1.2.2.3.5 any other approach, offer, proposal or transaction, which, if implemented,
would or could be reasonably expected to result in a change of control of
Omnia and/or any Material Omnia Group Member; or
5.1.1.2.2.3.6 any matter which, if implemented, would or could be reasonably expected to
be inconsistent with the consummation of the Proposed Transaction or which
would or could be reasonably expected otherwise to preclude, frustrate,
materially restrict or materially delay the Proposed Transaction.
5.1.1.2.3 Material Omnia Group Member means a member of the Omnia group whose
assets or revenue represent(s) 10% or more of the total consolidated assets or total
consolidated revenue, as the case may be, of Omnia, as reflected in or ascertained
from Omnia's audited financial statements for the year ending 31 March 2026;
5.1.1.2.4 Superior Competing Omnia Proposal means a Competing Proposal which the
Independent Board determines, acting in accordance with their fiduciary duties and
taking into consideration the advice of Omnia's advisers:
5.1.1.2.4.1 will result, if consummated, in an Omnia Shareholder receiving consideration
(whether in cash or in kind) having a value (per Omnia Share) which is at least
2.5% higher than the Scheme Consideration;
5.1.1.2.4.2 is reasonably expected to be equally or more likely than the Scheme to be
completed in accordance with its terms; and
5.1.1.2.4.3 is made by a bona fide third party which, in the reasonable opinion of the
Independent Board, has the ability to implement the Competing Proposal in
whole.
5.1.1.3 Notwithstanding paragraph 5.1.1.1, if prior to the Scheme Meeting:
5.1.1.3.1 the Omnia Board receives an approach from a bona fide third party, which approach
might reasonably lead to a Superior Competing Omnia Proposal; and
5.1.1.3.2 the Independent Board is of the good faith opinion that it would be a breach of the
directors' fiduciary duties, or their other obligations in law in their capacity as
directors, if it does not consider, enter into or participate in negotiations relating to
such approach,
then:
5.1.1.3.3 within five business days after receipt by the Omnia Board of a Competing Proposal,
which is reasonably likely if pursued to lead to a Superior Competing Omnia
Proposal, Omnia shall, as soon as it is lawful to do so, notify Solar SA of such
approach and within five days after receipt of a Superior Competing Omnia Proposal
notify Solar SA in writing of the salient terms and conditions thereof, and the identity
of the relevant third party making the Superior Competing Omnia Proposal (and its
ultimate holding company or controller/s or principal, if known);
5.1.1.3.4 if any discussions or negotiations with a third party regarding a Superior Competing
Omnia Proposal terminate, then Omnia shall, within two business days, notify Solar
SA in writing of this fact. For the avoidance of doubt, Omnia, the Omnia Board or
the Independent Board shall not be required to provide any reasons to Solar SA for
the termination of discussions or negotiations in relation to a Superior Competing
Omnia Proposal;
5.1.1.3.5 if Solar SA fails, within 10 business days after receiving the written notice of the
salient terms of a Superior Competing Omnia Proposal (Matching Period), to
confirm in writing that Solar SA will vary or amend the terms and conditions of the
Scheme such that the new terms and conditions of the Scheme (Matching Terms)
include a cash price for each Scheme Share which is at least equal to the value of
the consideration (whether in cash or in kind) which would be received by an Omnia
Shareholder (per Omnia Share) in terms of the Superior Competing Omnia Proposal
and match, on all other aspects, the Scheme to the Competing Proposal to the
extent the Superior Competing Omnia Proposal is more favourable to Omnia
Shareholders than the Scheme, then, Omnia shall be entitled to enter into or
participate in negotiations, and enter into an arrangement, relating to, and
recommend and/or propose that Superior Competing Omnia Proposal and the
Independent Board may withdraw its recommendation of the Scheme;
5.1.1.3.6 if Solar SA confirms such Matching Terms within the Matching Period, Omnia shall
reject the relevant Superior Competing Omnia Proposal, and the provisions of
paragraph 5.1.1.1 shall apply in respect of the relevant Superior Competing Omnia
Proposal and the provisions of paragraph 5.1.1.1 and this paragraph 5.1.1.3 shall
continue to apply in respect of any subsequent Superior Competing Omnia
Proposals received;
5.1.1.3.7 subject to the consent of the JSE and TRP, if required, Omnia Shareholders shall
be advised as soon as practicable of any Matching Terms following the Matching
Period, or if the Competing Proposal is determined by the Omnia Board or the
Independent Board to be a Superior Competing Omnia Proposal, Omnia
Shareholders shall be advised accordingly as soon as practicable following such
determination;
5.1.1.3.8 the Proposed Transaction timetable will be extended to take into account the time
periods provided for above and Omnia and Solar SA agree to amend the Posting
Cut-Off Date and the Longstop Date to dates agreed in writing between Omnia and
Solar SA, subject to approval from the JSE and the TRP (if required), and provided
that if no such dates are agreed between Omnia and Solar SA, the Posting Cut-Off
Date and the Longstop Date shall each be extended by 30 business days.
5.1.2 Undertakings regarding convening of the Scheme Meeting
5.1.2.1 Omnia has undertaken to post the Scheme Circular to Omnia Shareholders and to
procure the convening and holding of the Scheme Meeting at which Omnia
Shareholders will consider and, if thought fit, approve the Scheme Resolution, in each
case using its reasonable endeavours to do so in accordance with the Proposed
Transaction timetable.
5.1.2.2 If the Scheme Meeting is adjourned or postponed, Omnia shall reconvene it in
accordance with the Companies Act and Omnia’s memorandum of incorporation to be
held no more than five business days after the Scheme Meeting. Omnia shall, in
accordance with the Proposed Transaction timetable, promptly make all necessary
filings in relation to the Scheme Meeting and notify Solar SA accordingly.
5.1.3 Interim period undertakings
5.1.3.1 Omnia has provided interim period undertakings to Solar SA, customary for a
transaction of this nature, for the period from the Implementation Agreement Signature
Date until the earlier of (i) implementation of those parts of the Proposed Transaction
which are required to be implemented on the Scheme Implementation Date, or (ii)
termination of the Implementation Agreement or (iii) the Proposed Transaction fails.
Further details will be provided in the Scheme Circular.
5.1.4 Treatment of share plans
5.1.4.1 Omnia has made awards (Awards) to certain employees of the Omnia group
(Participants) under the Omnia 2020 Share Plan (Share Plan) which are to be settled
in Omnia Shares or cash (in circumstances where participants were awarded cash
settled Award units (Award Units) or cash Awards (Cash Equivalents)). Certain
Awards may remain unvested at the Scheme Implementation Date.
5.1.4.2 The Scheme will result in a "Change of Control" as contemplated in the Share Plan.
Upon a "Change of Control", unvested Awards are subject to partial acceleration and
the remaining unvested Awards to be dealt with in accordance with the terms of the
Share Plan.
5.1.4.3 The remuneration and nomination committee of the Omnia Board (RemCo) has
exercised its discretion in applying the terms of the Share Plan and resolved that for
purposes of the Proposed Transaction only, unvested Awards should be treated as
follows with effect from the finalisation date in respect of the Scheme (and Omnia and
Solar SA agree to implement these provisions, including to procure all amendments to
the Share Plan to the extent required):
5.1.4.3.1 all performance conditions in respect of Awards, as set out in the relevant Award
letters, will be deemed to have been met fully for all Participants;
5.1.4.3.2 a proportion of each of the Awards that in the normal course would have a final
vesting date in Omnia's financial year ending on 31 March 2027 (FY27 Awards),
Omnia's financial year ending on 31 March 2028 (FY28 Awards) and in Omnia's
financial year ending on 31 March 2029 (FY29 Awards) will vest as accelerated
vested Awards in accordance with the Share Plan (proportionate to time employed
from the date of the relevant Award to the Scheme Implementation Date)
(Accelerated Vesting Awards) with the relevant –
5.1.4.3.2.1 Omnia Shares in respect of the Accelerated Vested Awards being acquired by
Solar SA in the Scheme and Participants receiving the Scheme Consideration in
full in respect thereof;
5.1.4.3.2.2 Participants holding Award Units and/or Cash Equivalents receiving the cash
equivalent of the Scheme Consideration in full in respect thereof; and
5.1.4.3.3 as regards the Awards which are not Accelerated Vesting Awards -
5.1.4.3.3.1 the relevant Omnia Shares held in escrow in respect of share-settled Awards will
be acquired by Solar SA in the Scheme, subject to the Scheme Consideration
paid in respect thereof being retained by Omnia in escrow in an interest bearing
account for the benefit of the Participants;
5.1.4.3.3.2 the settlement value in respect of Award Units and/or Cash Equivalents will be
retained by Omnia in escrow in an interest bearing account for the benefit of the
Participants;
in the case of both 5.1.4.3.3.1 and 5.1.4.3.3.2 to vest and be paid, after any taxes,
in accordance with the Share Plan, at the normal dates for vesting subject to
fulfilment of the relevant employment condition in respect of each Award.
5.1.4.3.4 The vesting date in respect of the FY27 Awards will occur in the Omnia financial
year ending on 31 March 2027, in respect of the FY28 Awards will occur in the
Omnia financial year ending on 31 March 2028 and in respect of the FY29 Awards
will occur in the Omnia financial year ending on 31 March 2029.
5.1.4.4 All executives of Omnia, who are subject to Omnia's minimum shareholding policy shall
be released from all obligations under such policy and Omnia Shares subject thereto
shall be acquired by Solar SA as part of the Proposed Transaction.
5.1.5 MAC provisions
5.1.5.1 It is a Scheme Condition that no Material Adverse Change occurs on or prior to the date
on which the other Scheme Conditions are fulfilled or, where applicable, waived (other
than the Scheme Conditions in paragraphs 4.3.1.6 and paragraph 4.3.1.9).
5.1.5.2 For purposes of this paragraph 5.1.5:
5.1.5.2.1 EBITDA means in respect of any financial reporting period, the consolidated
operating profit before interest, tax, depreciation, amortisation, impairments and
capital items of the Omnia group (determined in accordance with International
Financial Reporting Standards and, in respect of depreciation and amortisation,
calculated in accordance with the relevant accounting principles as used in the
preparation of the audited annual financial statements of the Omnia group, as at and
for the 12 months ending on 31 March 2026 (Accounting Principles)) but adjusted
so as not to take into account (i) costs of corporate actions and transactions other
than the Proposed Transaction (ii) costs, fees and expenses paid or payable by the
Omnia group to third party advisers in respect of the Proposed Transaction up to an
aggregate amount of ZAR200 million; (iii) all costs and expenses of any nature not
included in (ii) incurred in taking actions required or reasonably undertaken to
implement the Proposed Transaction, including without limitation the
implementation of paragraph 5.1.4 and any related restructuring of employee
incentive arrangements; (iv) fair value adjustments on investments and financial
instruments; (v) impairments and write downs of any non-financial assets; and (vi)
any foreign currency translation reserve (FCTR) release to the income statement;
5.1.5.2.2 MAC Period means the period between the Implementation Agreement Signature
Date and the date on which all the Scheme Conditions, other than the condition
precedent in paragraph 4.3.1.6 has been fulfilled or waived, as the case may be,
provided that, if any other Scheme Condition fails or becomes incapable of
fulfilment, the MAC Period shall be deemed to have ended on the business day
immediately preceding the date of the failure of the first Scheme Condition failing or
becoming incapable of fulfilment;
5.1.5.2.3 a Material Adverse Change shall occur if any event, circumstance, effect or state
of affairs (or a combination thereof) (collectively and individually an Event) occurs
during the MAC Period, which:
5.1.5.2.3.1 causes the EBITDA of the Omnia group for any 12-month period ending during
the MAC Period, as reflected in the unaudited consolidated management
accounts for the Omnia group prepared in the same manner and on the same
basis as the management accounts prepared by Omnia in the 12 months
immediately prior to the Implementation Agreement Signature Date
(Management Accounts), for that 12-month period, after taking into account
any mitigating, off setting or normalisation event, circumstance, effect or state of
affairs (or a combination thereof) arising from or related to such Event, including
insurance proceeds receivable or alternative contractual arrangements
concluded, to be less than R2,356,658,631.47 (being 85% of the EBITDA for the
12-month period ending on 31 March 2026; or
5.1.5.2.3.2 is reasonably likely to cause the EBITDA of the Omnia group for the 12-month
period following the Event, after taking into account any mitigating, off setting or
normalisation event, circumstance, effect or state of affairs (or a combination
thereof) arising from or related to such Event, including insurance proceeds
receivable or alternative contractual arrangements concluded, to be less than
R2,356,658,631.47(being 85% of the EBITDA of the Omnia group for the 12
month period ending on 31 March 2026),
provided that a Material Adverse Change shall not be regarded as having occurred as
a result of any impact, or reasonably foreseeable impact, caused by any (or a
combination of any) of the following events, circumstances, effects, occurrences or
states of affairs: (i) changes after the Implementation Agreement Signature Date to
accounting practices which are included in the relevant Accounting Principles (or the
authoritative interpretation thereof); (ii) changes or proposed changes after the
Implementation Agreement Signature Date to applicable law; (iii) any acts of God,
natural disasters, political instability, terrorism, armed hostilities, war, sabotage or
insurrection or any escalation or worsening or lessening of any of the aforesaid events;
(iv) any epidemic, pandemic or disease outbreak or any escalation, worsening or
lessening of any epidemic, pandemic or disease outbreak; (v) changes in the stock
markets, interest rates, currency exchange rates, commodity prices or other economic
conditions; (vi) changes in the conditions generally affecting companies which carry on
similar businesses to any member of the Omnia group; (vii) the announcement of the
Proposed Transaction; (viii) events, circumstances, effects, occurrences or states of
affairs actually known as at the Implementation Agreement Signature Date by Solar
SA, Solar Mauritius, Solar, any of their respective directors, or certain identified
members of Solar SA deal team and advisers; or (ix) any matter fairly disclosed to
members of the Solar SA group and/or its advisers during the due diligence
investigation conducted on the Omnia group prior to the Implementation Agreement
Signature Date.
5.1.5.3 If Solar SA believes that a Material Adverse Change may have occurred, it shall, within
five business days of forming such belief, deliver a written notice to Omnia identifying
the event, circumstance, effect or state of affairs that Solar SA believes may constitute
a Material Adverse Change and supporting such statement with sufficient evidence to
enable Omnia to make a reasonable assessment of whether or not a Material Adverse
Change has occurred (MAC Event Notice).
5.1.5.4 Solar SA shall only be entitled to deliver a MAC Event Notice up to the last date of the
MAC Period (MAC Notice Outside Date). If Solar SA has not delivered a MAC Event
Notice by the MAC Notice Outside Date, the Scheme Condition in paragraph 4.3.1.6
shall be deemed to have been fulfilled.
5.1.5.5 If Solar SA delivers a MAC Event Notice by the MAC Notice Outside Date, Omnia
(represented by the Independent Board) shall, within 10 business days of receipt of the
MAC Event Notice, deliver a written notice to Solar SA stating whether or not Omnia
agrees that a Material Adverse Change has occurred. If Omnia delivers written notice
that it does not agree that a Material Adverse Change has occurred (MAC Dispute
Notice), the matter shall be referred for determination by an independent expert acting
as expert and not as arbitrator, whose determination will (absent manifest error or fraud)
be final and binding on Solar SA and Omnia. If no MAC Dispute Notice is delivered
within 10 business days after receipt of the MAC Event Notice, a Material Adverse
Change will be deemed to have occurred or be occurring and the Scheme Condition in
paragraph 4.3.1.6 will be deemed not to have been fulfilled. If the independent expert
determines that no MAC has occurred, a Material Adverse Change shall be deemed
not to have occurred or be occurring and the Scheme Condition in paragraph 4.3.1.6
shall be deemed to have been fulfilled, but only to the extent that the MAC Notice
Outside Date has occurred and no other MAC Event Notice has been validly given by
Solar SA.
5.1.6 Omnia Break Fee
5.1.6.1 Omnia has undertaken to pay Solar SA a break fee equal to 1% of the value of the
aggregate Scheme Consideration (the Omnia Break Fee) if:
5.1.6.1.1 Omnia:
5.1.6.1.1.1 commits a breach of its non-solicitation obligations, as described in paragraph
5.1.1; or
5.1.6.1.1.2 proposes, recommends or enters into a Competing Proposal or any agreement
related to a Competing Omnia Proposal,
and the Scheme is terminated in terms of paragraph 5.1.1.3.5, or is not implemented
or becomes incapable of implementation by reason of the Omnia Board failing to call
the Scheme Meeting or the Scheme Meeting takes place, but the Scheme Resolution
is not passed; or
5.1.6.1.2 after this announcement has been published, the Omnia Board does not propose
the Scheme, save in the circumstances where the Scheme Condition in
paragraph 4.3.1.10 fails and is not waived by Solar SA and Omnia in which case the
Omnia Break Fee shall not be payable; and
5.1.6.1.3 after this announcement has been published and the Independent Expert concludes
that the Scheme Consideration is fair and reasonable but the Independent Board
does not include a recommendation in the Scheme Circular that it recommends that
Omnia Shareholders vote in favour of the Scheme Resolution, and the Scheme is
not implemented or becomes incapable of implementation by reason of the Omnia
Board failing to call the Scheme Meeting or the Scheme Meeting takes place, but
the Scheme Resolution is not passed.
5.1.6.2 The Omnia Break Fee is payable to Solar SA in immediately available funds within five
business days after the occurrence of the relevant event or circumstance triggering
payment. The provisions relating to the Omnia Break Fee survive termination of the
Implementation Agreement or failure of the Proposed Transaction.
5.1.7 Solar SA Break Fee
5.1.7.1 Solar SA has undertaken to pay Omnia a break fee in an amount equal to 1% of the
value of the aggregate Scheme Consideration (Solar SA Break Fee) if: (i) the Scheme
Condition in paragraph 4.3.1.9 is not fulfilled and all other Scheme Conditions (other
than the Scheme Conditions in paragraphs 4.3.1.6 and 4.3.1.9 have been fulfilled or
waived, as applicable; or (ii) Solar SA and Omnia have agreed in writing that the
Scheme Condition in paragraph 4.3.1.9 is not capable of being fulfilled, provided that
no Solar SA Break Fee shall be payable if a MAC Event Notice has been issued and a
Material Adverse Change is determined to have occurred.
5.1.7.2 The Solar SA Break Fee is payable to Omnia in immediately available funds within five
business days after the failure of the Scheme Condition Precedent in paragraph 4.3.1.9,
or the agreement between Solar SA and Omnia contemplated in paragraph 5.1.7.1.
The provisions relating to the Solar SA Break Fee survive termination of the
Implementation Agreement or failure of the Proposed Transaction.
6. DISSENTING SHAREHOLDER TREATMENT
6.1 Any Dissenting Shareholder that withdraws its Section 164 Demand, either voluntarily or
pursuant to an order of Court, or that allows a Section 164 Offer to lapse without exercising
its rights in terms of section 164(14) of the Companies Act, shall, if that Dissenting
Shareholder withdraws its Section 164 Demand or allows a Section 164 Offer to lapse:
6.1.1 on or prior to the Scheme Record Date, be deemed to be a Scheme Participant,
be deemed to have disposed of and transferred all their Scheme Shares on the
Scheme Implementation Date and be subject to the provisions of the Scheme; and
6.1.2 after the Scheme Record Date, be deemed to have been a Scheme Participant,
be deemed to have disposed of and transferred all their Scheme Shares and be
subject to the provisions of the Scheme, provided that (1) settlement of the
Scheme Consideration due to such Dissenting Shareholder, and the transfer of
such Dissenting Shareholder’s Scheme Shares to Solar SA, shall take place on
the latest of (i) the Scheme Implementation Date; and (ii) the date which is five
Business Days after that Dissenting Shareholder so withdrew its Section 164
Demand or allowed a Section 164 Offer to lapse, as the case may be; and (2) the
Scheme shall be deemed to have been implemented in respect of such Scheme
Participant's Scheme Shares on the date which falls five Business Days after that
Dissenting Shareholder so withdrew its Section 164 Demand or allowed the
Section 164 Offer to lapse.
6.1.3 On or before the Scheme Implementation Date, Solar SA will pay into an escrow
account to be administered by Omnia's transfer secretaries or other party as
approved by the TRP an amount equal to the Scheme Consideration attributable
to all Omnia Shares which are the subject of unresolved Section 164 Demands as
at the Scheme Record Date. The funds in the escrow account will be applied as
follows: (i) if a Dissenting Shareholder subsequently withdraws its Section 164
Demand or allows the Section 164 Offer, if any, to lapse, the Scheme
Consideration to that Dissenting Shareholder shall be paid from the escrow
account on the date contemplated in paragraph 6.1.2 (1); and (ii) to the extent that
any amounts standing to the credit of the escrow account are not payable to any
Dissenting Shareholder (whether because such Dissenting Shareholder did not
withdraw its Section 164 Demand or allow the Section 164 Offer to lapse, or
otherwise) shall be paid to Solar SA.
6.2 If a Dissenting Shareholder does not withdraw its Section 164 Demand or allow a Section 164
Offer to lapse, it will not become a Scheme Participant and will not receive the Scheme
Consideration and instead will be subject to section 164(13) to 164(18) of the Companies Act.
6.3 Any amounts payable by Omnia to Dissenting Shareholders pursuant to the exercise of their
appraisal rights in terms of section 164 of the Companies Act will be borne by Solar SA and
paid to Omnia before Omnia is required to pay those amounts to the Dissenting Shareholders.
7. INDICATIONS OF SUPPORT
Omnia has received indications of support for the Proposed Transaction from Omnia
Shareholders who collectively hold approximately 31,762,427 Omnia Shares, representing
approximately 19.57% of all Omnia Shares in issue (excluding treasury shares).
8. BENEFICIAL INTERESTS AND DEALINGS IN SECURITIES
8.1 Solar, Solar Mauritius, Solar SA and their respective subsidiaries do not hold or control
(directly or indirectly) any Omnia Shares in issue;
8.2 no related person, or person acting in concert with, Solar, Solar Mauritius or Solar SA holds
or controls any Omnia Shares in issue;
8.3 there have been no dealings by Solar, Solar Mauritius, Solar SA or their respective
subsidiaries, or by any person acting in concert with any of them, in Omnia Shares during the
six-month period prior to the date of this announcement;
8.4 none of the directors of Solar, Solar Mauritius or Solar SA have had any dealings in Omnia
Shares during the six-month period prior to the date of this announcement;
8.5 no directors of Solar, Solar Mauritius or Solar SA have a beneficial interest in Omnia Shares;
8.6 save as disclosed in paragraph 7, there are no irrevocable commitments or letters of intent
which have been procured by Solar, Solar Mauritius or Solar SA in relation to Omnia Shares.
9. OPINION OF THE INDEPENDENT BOARD AND INDEPENDENT EXPERT
9.1 Omnia has, in accordance with Companies Regulation 108(8), constituted an independent
board (the Independent Board), comprising: Tina Eboka (Chair), George Cavaleros, Thoko
Mokgosi-Mwantembe, Willem (Wim) Plaizier, Ronel van Dijk and Prof. Nick Binedell, to
consider the Proposed Transaction.
9.2 The Independent Board has appointed BDO Corporate Finance Proprietary Limited as the
independent expert (Independent Expert) for purposes of preparing an opinion in respect of
the Scheme and the Scheme Consideration, in accordance with the Companies Regulations
and the Companies Act (Independent Expert Report).
9.3 The Independent Expert Report will be included in the Scheme Circular.
10. SCHEME CIRCULAR
10.1 Omnia and Solar SA will issue a combined circular setting out the full terms and conditions of
the Scheme and including the notice convening the Scheme Meeting to consider the Scheme
Resolution, as well as the Omnia Board's recommendation and the Independent Board's
opinion (Scheme Circular).
10.2 The Scheme Circular is expected to be posted on or about 12 October 2026. A further
announcement relating to the posting of the Scheme Circular, additional important details
related to the Scheme and the salient dates and times will be published on SENS in due
course.
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Pursuant to the release of this announcement, Omnia Shareholders are advised that caution is
no longer required to be exercised when dealing in their Omnia Shares.
12. THE INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board (to the extent that the information relates to Omnia) collectively and
individually accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to Omnia is true and this announcement does not omit anything that is likely to affect the
importance of such information.
13. SOLAR SA AND SOLAR MAURITIUS RESPONSIBILITY STATEMENT
The boards of directors of Solar SA and Solar Mauritius (to the extent that the information relates
to Solar, Solar SA and Solar Mauritius) collectively and individually accept responsibility for the
information contained in this announcement and certify that to the best of their knowledge and
belief, the information contained in this announcement relating to Solar, Solar SA and Solar
Mauritius is true and this announcement does not omit anything that is likely to affect the
importance of such information.
14 September 2026
Financial adviser and transaction sponsor to Omnia
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Legal advisers to Omnia
Webber Wentzel
Corporate adviser and sponsor to Omnia
Java Capital
Financial advisers to Solar SA, Solar Mauritius and Solar Industries India Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Barrenjoey Advisory Proprietary Limited
MP Capital Partners Proprietary Limited
Legal advisers to Solar SA, Solar Mauritius and Solar Industries India Limited
DLA Piper Advisory Services Proprietary Limited
Cyril Amarchand Mangaldas
Date: 14/09/2026 08:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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