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Category 2 Transaction – Disposal of Subsidiaries in Mozambique and Mauritius and related matters
Stefanutti Stocks Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766
("Stefanutti Stocks" or "the company" and, together with its subsidiaries, "the group")
(Main Board – General Segment)
CATEGORY 2 TRANSACTION – DISPOSAL OF SUBSIDIARIES IN MOZAMBIQUE AND MAURITIUS AND
RELATED MATTERS
1. Introduction
Stefanutti Stocks shareholders ("Shareholders") are advised that the agreements entered into on 14
September 2022 (together, the "2022 Agreements") by (as relevant) Stefanutti Stocks International
Holdings Proprietary Limited (incorporated in South Africa) ("SSIH"), Stefanutti Stocks Mauritius
Holdings Limited (incorporated in Mauritius) ("SSMH"), Stefanutti Stocks Proprietary Limited
(incorporated in South Africa) ("SSPL"), relating to (i) the sale of 100% of the quotas in SS - Construções
(Moçambique), Limitada (incorporated in Mozambique) ("SS Mozambique"); (ii) the sale of 100% of the
shares in Stefanutti Stocks Construction Ltd (incorporated in Mauritius) ("SS Construction"); and (iii) a
loan relating to the repayment of a trade receivable amount owing by SS Mozambique to SSPL have
been terminated by way of termination agreements last signed on 8 July 2025.
Simultaneously with the termination of the 2022 Agreements, the 2025 Transaction has been entered
into, as described below.
2. The 2025 Transaction
Shareholders are advised that in terms of Section 9 of the JSE Limited Listings Requirements ("Listings
Requirements") the company and its wholly-owned subsidiaries, SSMH, SSIH, SSPL, SS Mozambique
and Stefanutti Stocks (Mauritius) and Partners Ltd (incorporated in Mauritius) ("SS Partners") (as
indicated), have entered (or, in the case of the Hyvec SPA described below, will enter into) the following
agreements (described below in high-level and summary terms):
2.1 a Sale and Purchase Agreement between, inter alia, SSMH and East Africa Enterprises SPV
FZCO (incorporated by the Dubai Multi Commodities Centre Authority) (the "Purchaser") (the
"2025 Mauritius SPA") in terms of which, inter alia, SSMH will sell to the Purchaser its shares,
representing 100% of the issued shares, in SS Construction (the "SS Construction Shares"),
for a purchase price equal to US $ 700,000.00 payable by the Purchaser to SSMH by no later
than 31 December 2025;
2.2 a Sale and Purchase Agreement between, inter alia, SSIH, SSMH, SSPL, the company and the
Purchaser (the "2025 Mozambique SPA"), in terms of which, inter alia SSIH and SSMH will sell
to the Purchaser their quotas, representing 100% of the issued quotas (the "SS Mozambique
Quotas"), in SS Mozambique, for a purchase price equal to (i) an amount of US $ 2,560,000.00
payable by the Purchaser to SSIH by no later than 31 December 2025; and (ii) an amount of
US $ 640,000.00 payable by the Purchaser to SSMH by no later than 31 December 2025;
2.3 a Loan Agreement between, inter alia, SS Mozambique and the Purchaser (the "2025 Loan
Agreement"), in terms of which, inter alia, the working capital and Trade Receivable loans
(detailed under 3 below) are further regulated; and
2.4 a Sale and Purchase Agreement between SS Mozambique and SS Partners (the "Hyvec SPA")
relating to, inter alia (i) the sale by SS Mozambique to SS Partners of (A) all of the shares held
by SS Mozambique in Stefanutti Stocks Hyvec Partners JV Limited ("Hyvec"), and (B) any and
all claims that SS Mozambique has against Hyvec, Hyvec Partners Ltd and Hyvec Construction
Ltd, for a purchase price of US $ 1,000.00; and (ii) a cession of all of SS Mozambique's rights
under, and a delegation of all of its ongoing obligations under, the Joint Venture Agreement
governing Hyvec, in each case to SS Partners,
(the 2025 Mozambique SPA and the 2025 Mauritius SPA are together referred to as the "2025 Sale
Agreements"; the 2025 Sale Agreements, the Loan Agreement and the Hyvec SPA are together
referred to as the "Transaction Agreements" and the proposed transactions under the Transaction
Agreements are together referred to as the "Proposed Transaction").
3. Other significant terms
3.1 In terms of the 2025 Mozambique SPA:
3.1.1 the Purchaser will advance a loan (for working capital purposes) to SS Mozambique of
US $ 3,500,000.00, payable by the 10th business day after signature of the agreement (or,
if later, the third business day after the 2025 Loan Agreement has been registered with the
relevant commercial bank in Mozambique);
3.1.2 the Purchaser will advance three loans to SS Mozambique to enable it to repay a trade
receivable amount owing by SS Mozambique to SSPL (in an amount of
ZAR 113,178,887.00) (the "Trade Receivable"), as follows:
3.1.2.1 a loan equal to the ZAR equivalent of US $ 2,500,000.00, payable by the 10th
business day after signature of the agreement (or, if later, the third business day
after the 2025 Loan Agreement has been registered with the relevant commercial
bank in Mozambique);
3.1.2.2 a loan equal to the ZAR equivalent of US $ 3,000,000.00, payable by
30 September 2025 (or, if later, the third business day after the 2025 Loan
Agreement has been registered with the relevant commercial bank in Mozambique);
and
3.1.2.3 a loan equal to the ZAR equivalent of US $ 600,000.00, payable by
31 December 2025 (or, if later, the third business day after the 2025 Loan
Agreement has been registered with the relevant commercial bank in Mozambique),
and SS Mozambique will, upon receipt of each such loan payments use the funds (up to a
maximum amount equal to the Trade Receivable) to repay the Trade Receivable to SSPL
(noting that if an amount which is less than the Trade Receivable is received under the
three loans detailed under this paragraph 3.1.2, then that will be the maximum amount
which will be repaid under the Trade Receivable); and
3.1.3 there is a mechanism for SSMH to be reimbursed for amounts (if any) contributed by it to
SS Mozambique as ancillary or supplementary capital or equity contributions in the period
after signature of the agreement.
3.2 The 2025 Sale Agreements provide that:
3.2.1 in specified instances, not related to any breach on the part of the Purchaser, where the
agreements fail (as a result of the non-fulfilment of a condition precedent) or are
terminated, then: (i) SSIH and SSMH must refund amounts which have been paid by the
Purchaser to SSIH and SSMH under 2.1, 2.2 and 3.1.3 above (together with interest); and
SSIH must purchase all of the Purchaser's rights under the 2025 Loan Agreement, for a
purchase price equal to the greater of: (A) US $ 1.00; and (B) an amount equal to any
working capital loan and Trade Receivable loans advanced by the Purchaser (together
with interest); and
3.2.2 in specified instances, related to a breach on the part of the Purchaser, where the
agreements are terminated, then an amount needs to be calculated, being equal to the
total payments made by the Purchaser under the agreements, less US $ 6,500,000.00 (the
"Relevant Amount") and if the Relevant Amount:
3.2.2.1 is greater than US $ 0.00, then: (i) SSIH and SSMH must refund amounts which
have been paid by the Purchaser to SSIH and SSMH under 2.1, 2.2 and 3.1.3 above
but only up to a maximum aggregate amount which equals the Relevant Amount
(together with interest); and (ii) SSIH must purchase all of the Purchaser's rights
under the 2025 Loan Agreement, for a purchase price equal to the greater of: (A)
US $ 1.00; and (B) the portion (if any) of the Relevant Amount which exceeds the
aggregate amount payable by SSIH and SSMH under (i) (together with interest); or
3.2.2.2 is US $ 0.00 or a negative US $ value, then SSIH must purchase all of the
Purchaser's rights under the 2025 Loan Agreement, for a purchase price equal to
US $ 1.00.
3.3 The 2025 Mauritius SPA and the 2025 Mozambique SPA (as relevant) also provide:
3.3.1 for SSIH and SSMH to reimburse (after closing) the Purchaser for any identified leakage
(excluding permitted leakage);
3.3.2 for the guarantor who guaranteed the purchaser's obligations under the 2022 Agreements
to guarantee the obligations of the Purchaser under the agreements (and under the 2025
Loan Agreement); and
3.3.3 for the company to guarantee the obligations of SSIH and SSMH detailed at 3.2 above;
3.4 The 2025 Mozambique SPA also contains certain obligations on SSMH to fund SS Mozambique
(if SS Mozambique is unable to self-fund or secure alternative funding for its day-to-day working
capital requirements) by way of ancillary or supplementary capital or equity contributions at the
end of each of the 4th, 5th and 6th months after the date on which SS Mozambique receives the
working capital loan from the Purchaser, up to a maximum amount of ZAR 15,000,000.00 per
month.
3.5 In terms of the 2025 Sale Agreements, SSIH and SSMH give limited warranties and undertakings
to the Purchaser relating to the Proposed Transaction which are customary for transactions of
this nature.
3.6 Under the 2025 Sale Agreements, the group will be subject to non-compete undertakings in
Mozambique and non-solicitation undertakings in relation to employees of SS Mozambique, for
a two year period after the Closing Date.
4. Rationale for the Proposed Transaction
As previously disclosed to Shareholders in various announcements, the Restructuring Plan has been
approved by both the company's board of directors and the Lenders and envisages inter alia the sale
of non-core assets as well as the sale of certain divisions/subsidiaries to achieve its purpose and
objectives.
The purpose of the Restructuring Plan is to put in place the optimal capital structure and access to
liquidity to position the group for long-term growth, and the Proposed Transaction forms part of the
Restructuring Plan and is in furtherance of achieving the objectives of the Restructuring Plan.
5. Background information on SS Mozambique and SS Construction
SS Mozambique is a multi-disciplinary construction company, operating in Mozambique since 1995,
offering a range of services across all industries in the building, civil engineering, geotechnical and roads
and earthworks markets.
SS Construction is a construction company which has recently started operating in Mauritius specifically
in the building sector.
6. The Purchaser
The Purchaser is a privately owned business recently established in the Dubai Multi Commodities
Centre Authority, and is beneficially owned by a private individual.
7. Conditions precedent
Various conditions precedent must be fulfilled or waived (on or before 28 February 2026 (or such later
date/s as the Purchaser, SSIH and SSMH may agree in writing from time to time)), before the Sale
Agreements will be implemented, and ownership of the quotas in SS Mozambique and of the shares in
SS Construction will transfer to the Purchaser:
7.1 approval from the South African Reserve Bank or its authorised agent under the South African
Currency and Exchanges Act, 9 of 1933 as required for the entry into and/or implementation of
the 2025 Sale Agreements;
7.2 confirmations to the Purchaser that approvals (and releases of security interests) have been
obtained from the lenders to, and funders and financiers of, the group (the "Lenders"), for the
entry into and implementation of the 2025 Sale Agreements, the 2025 Loan Agreement and the
Hyvec SPA;
7.3 confirmations to the Purchaser that closing under the Hyvec SPA has occurred; and
7.4 SSIH and SSMH receiving a binding tax ruling, that is satisfactory to them, from the Mozambique
Tax Authority in relation to the taxes that may be due as a result of the implementation of the
2025 Sale Agreements and the 2025 Loan Agreement; and
7.5 the Purchaser providing alternative security arrangements (relating to any security which may be
provided (after signing the agreements) by members of the group or third parties for or relating
to the obligations of SS Mozambique and SS Construction (and their subsidiaries, and joint
ventures to which they are parties)), and the relevant beneficiaries of such security arrangements
agreeing to release such security arrangements in the form provided for in the 2025 Sale
Agreements.
8. Closing Date
The sales under the 2025 Sale Agreements will be implemented (unless another date is agreed to in
writing from time to time between the Purchaser, SSPL, SSIH and SSMH) on the tenth business day
(with reference to business days in South Africa, Mauritius and Mozambique) after the later of (i) the
date when the 2025 Sale Agreements have become unconditional in accordance with their terms; and
(ii) the date on which SSIH, SSMH and SSPL inform the Purchaser in writing of receipt (in accordance
with the terms of the 2025 Sale Agreements) of the amounts payable by the Purchaser under the 2025
Sale Agreements (the "Closing Date"). If all relevant implementation obligations are complied with as
stipulated in the 2025 Sale Agreements, the Closing Date will be the effective date of the Proposed
Transaction for Listings Requirements purposes (and risk, ownership and benefit of the SS Mozambique
Quotas and the SS Construction Shares will pass to the Purchaser on this date).
9. Application of the sale proceeds
The proceeds of the Proposed Transaction will be applied to the reduction of the current funding facilities
provided by the Lenders to members of the group, in accordance with the Restructuring Plan.
10. Categorisation
The Proposed Transaction has been categorised as a Category 2 transaction in terms of the Listings
Requirements. The Transaction is not with related parties and there are accordingly no related party
transaction implications in terms of the Listings Requirements.
11. Value of and profits attributable to, the net assets that are the subject of the transaction
11.1 The consolidated value of the net assets of SS Mozambique at 28 February 2025 amounted to
Mozambican Metical (MZN) 381,7 million. The profit after tax for the period ended
28 February 2025 of SS Mozambique was MZN 33,5 million . The net assets at 28 February 2025
and profit after tax for the period ended 28 February 2025 have been positively impacted due to
the impairment of intergroup loans of MZN 116,6 million.
11.2 The consolidated value of the net assets of SS Construction at 28 February 2025 amounted to
Mauritian Rupee (Rs) 0,6 million. The loss after tax for the period ended 28 February 2025 of SS
Construction was Rs 19,2 million. The net assets at 28 February 2025 and profit after tax for the
period ended 28 February 2025 have been positively impacted due to the impairment of
intergroup loans of Rs 34,8 million.
Johannesburg
9 July 2025
Sponsor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Webber Wentzel
Date: 09-07-2025 11:57:00
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