Wrap Text
Proposed Repurchase Offer and Delisting of Sail
SAIL MINING GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/026265/06)
Share code: SGP
ISIN: ZAE000070249
("Sail" or "the Company")
PROPOSED REPURCHASE OFFER AND DELISTING OF SAIL
1. Key Features:
- Conditional offer by the Company to repurchase Offer Shares from those Shareholders wishing to dispose thereof.
- Cash consideration of 7.2 South African cents per Offer Share, representing a premium of 20% to the closing share price and
the 30-day volume weighted average price of 6 South African cents per Offer Share, as at 11 December 2025 (noting that the Sail
Shares have been suspended from trading since 18 July 2022).
- The Repurchase is conditional on, inter alia, the Delisting Resolution being approved by Shareholders at the General Meeting
and the adoption of a new memorandum of incorporation approved by Shareholders at the General Meeting.
- Subject to the implementation of the Repurchase and the fulfilment or waiver, to the extent legally permissible, of the suspensive
conditions to the Delisting (as more fully set out below), the delisting of Sail from the AltX Board of the JSE will be implemented.
2. Introduction
The board of directors of Sail (the "Board") advises its shareholders ("Shareholders") that the Company is launching a repurchase (the
"Repurchase" or "Offer"), on a pro rata basis, all the ordinary shares in its issued share capital ("Shares") (excluding treasury Shares)
("Offer Shares"), provided that to the extent all Shareholders accept the Repurchase, one Shareholder shall remain as a shareholder of
Sail ("Remaining Shareholder") in terms of an undertaking granted to the Company to that effect.
The Board simultaneously advises Shareholders that it proposes the termination of listing of all of the Sail Shares from the AltX Board of the
JSE (the "Delisting"). The Delisting is subject to the fulfilment or waiver, to the extent legally permissible, of the following suspensive
conditions (i) passing the resolution required to approve the Delisting ("Delisting Resolution"); (ii) passing a resolution to amend the
memorandum of incorporation of Sail as appropriate to, inter alia, take account of the proposed delisting of the Company from the JSE ("MOI
Resolution"); and (iii) the approval of the Financial Surveillance Department of the South African Reserve Bank, (together the "Delisting
Conditions").
The Delisting is proposed to be facilitated by way of the Repurchase in accordance with paragraph 1.15(c) of the JSE Listings Requirements.
Should the Delisting Resolution be adopted by Shareholders at the General Meeting and the Delisting Conditions fulfilled or waived, to the
extent legally permissible, and the Offer be implemented, such will satisfy the JSE Listings Requirements and support an application by the
Company to the JSE for the Delisting in terms of paragraph 1.14 of the JSE Listings Requirements
3. Rationale for the Repurchase and Delisting
Sail's Shares have been suspended from trading on the JSE since 18 July 2022, due to a failure to comply with the financial disclosure
requirements in terms of the JSE Listings Requirements. While Sail has made good progress in terms of exiting business rescue proceedings
of Black Chrome Mine (Pty) Ltd as well as appointing new auditors to assist with its financial disclosure obligations in terms of the JSE
Listings Requirements and the like, there remains a significant lead time to finalise the audited financial statements of the Company and
move towards lifting the suspension of the trading of the Sail Share on the JSE. Taking these matters into consideration, the Company, has
also been unable raise capital since its suspension for much needed support in respect of key business initiatives, and this remains an
issue.
The Company is therefore unable to efficiently use the JSE as a market place for trading its Shares having regard to the above and the JSE
listing therefore does not serve a meaningful purpose to the Company. Similarly, the Sail Shareholders have been unable to use the JSE as
an efficient and robust market place for trading in Sail Shares for an extended period of time without any meaningful manner to exit or
engender attractive returns.
The Repurchase provides an attractive opportunity for Sail Shareholders wishing to exit their investment and to realise their investment at a
premium to the trading price of the Sail Shares, which have been suspended from trading on the JSE since 18 July 2022.
4. Overview of the Repurchase
The Repurchase, being a pro rata repurchase of Shares, will be conducted in terms of section 5.67(B)(a) of the JSE Listings Requirements
and section 48 of the Companies Act, No 71 of 2008. All Shares repurchased by the Company will be cancelled.
Shareholders may tender all or part of their Shares for sale to the Company at a price of 7.2 South African cents per Share ("Repurchase
Participants").
All tenders submitted are irrevocable once submitted, and Shareholders may not withdraw or amend a tender after it has been validly lodged.
The results of the Repurchase will be announced on SENS on or about Monday, 16 March 2026.
If the Sail Board of Directors, in their discretion, determines that it would not be advisable to proceed with the Repurchase, Sail shall not be
obliged to proceed with the Repurchase.
5. Offer Conditions
The Offer and Delisting will be subject to the fulfilment of the Delisting Conditions:
- the Delisting Resolution having been adopted by the requisite majority of Shareholders entitled to vote on such resolution at a
general meeting of Shareholders ("General Meeting");
- the MOI Resolution having been adopted by the requisite majority of Shareholders entitled to vote on such resolution at the
General Meeting;
- the receipt of a fairness opinion by an independent expert confirming that the Repurchase is fair; and
- the receipt of the approval of the Financial Surveillance Department of the South African Reserve Bank for the Delisting
(collectively, the "Offer Conditions").
6. Tender Lodgement and Instructions
Dematerialised shareholders (holding Shares through a CSDP or broker) must provide their Broker or CSDP with their instructions in
respect of the Offer in terms of their respective custody agreements, and certificated shareholders must complete the prescribed
Form of Acceptance and Surrender, available on at the link set out below, and return it by email to the Company and PSG Capital (at the
email addresses set out below) by 12:00 (SAST) on Friday, 13 March 2026, being the anticipated closing date of the Offer.
The Form of Acceptance and Surrender is available at https://tinyurl.com/3s33wwcd or on request from PSG Capital by email to
bhargavd@psgcapital.com and mbarker@psgcapital.com.
The Form of Acceptance and Surrender contains clear instructions for completion and submission.
Payment will be made in Rand by electronic funds transfer (EFT) to the bank account specified in the Form of Acceptance and Surrender.
7. Circular and General Meeting
A circular to Sail Shareholders, setting out the full terms and conditions of the Delisting and incorporating, inter alia, a fairness opinion by
an independent expert and the notice of general meeting (the "Circular"), will be distributed to Shareholders in due course.
8. Taxation
The repurchase of Shares in terms of the Offer will not be treated as a dividend, in so far as contributed tax capital is returned, for South
African income-tax purposes.
The tax implications of participation in the Offer will depend on each Shareholder's individual circumstances, including tax residency and
cost base of the Shares tendered. Shareholders should obtain independent tax advice regarding their particular position.
9. Indicative Salient Dates and Times
2025
Opening date of the Offer as announced on SENS at 15:00 on Friday, 12 December
2026
Record date to determine which Shareholders are entitled to receive the Circular, on Friday, 23 January
Distribution of the Circular to Shareholders, on Friday, 30 January
Notice of distribution of the Circular published on SENS, on Friday, 30 January
The last day to trade in Sail Shares in order to be recorded in the register and Tuesday, 17 February
thereby be eligible to attend, participate in and vote at the General Meeting, on
(notes 4, 5)
General Meeting record date, being the date on which a Shareholder must be Friday, 20 February
recorded in the Register to be eligible to attend, participate in and vote at the
General Meeting, on (note 4)
Forms of proxy to be received by the Company's transfer secretaries by 09:00, on Thursday, 26 February
(notes 7, 8)
General Meeting to be held at 09:00, on Monday, 2 March
Results of the General Meeting published on SENS, on or about Monday, 2 March
If the Repurchase becomes unconditional (subject to the approval or waiver, to
the extent legally permissible, of the Delisting Conditions)
Finalisation announcement published on SENS and expected date on which the Monday, 2 March
Offer becomes unconditional, subject to the passing (or waiver to the extent legally
permissible) of the Delisting Resolution and MOI Resolution, on
Expected last day to trade in Sail Shares in order to be eligible to participate in the Tuesday, 10 March
Repurchase ("Repurchase LDT"), on (notes 4,5)
Expected date Sail Shares trade 'ex' the entitlement to participate in the Repurchase Wednesday, 11 March
(note 4)
Expected Repurchase record date, being the date on which a Shareholder must be Friday, 13 March
recorded in the register to be eligible to participate in the Repurchase, on (note 4)
Expected Offer closing date, at 12:00, on
Friday, 13 March
Expected date of lodging an application for the termination of listing on the JSE of Friday, 13 March
the Sail Shares subject to implementation of the Repurchase, on
Expected date of publication of the results of the Repurchase announcement on Monday, 16 March
SENS, on
Expected Repurchase payment date, being the date on which payment of the Monday, 16 March
Repurchase Consideration to Repurchase Participants will be made if the
Repurchase is implemented, on (notes 10, 11)
Expected date of the termination of listing of Sail Shares on the JSE at the Tuesday, 17 March
commencement of trade, on
.
Notes:
1 The dates and times set out in this announcement are subject to change, with the approval of the JSE, if required. Any
such change will be published on SENS.
2 The dates and times are expected dates and times and have been determined based on certain assumptions regarding
the date by which the Delisting Conditions will be fulfilled or waived, to the extent legally permissible.
3 All times given in this announcement are in South African Standard Time, unless otherwise stated.
4 Shareholders should note that, since trades are settled by way of the electronic settlement system used by Strate,
usual settlement will take place 3 Business Days after the date of a trade. However, trading of Sail Shares is
currently suspended on the JSE therefore, persons who acquire Sail Shares (off-market) after the General Meeting
last date to trade, namely, Tuesday, 17 February 2026, will not be entitled to attend, participate in or vote at the
General Meeting, but may, nevertheless, if the Repurchase becomes unconditional and is implemented, participate in
the Repurchase, provided that they acquire (off-market) Sail Shares on or prior to the Repurchase LDT and hold such
Shares on the Repurchase record date. Any trading (off-market) in Sail Shares after the Repurchase LDT could result
in the purchaser thereof holding unlisted Sail Shares.
5 No Dematerialisation or rematerialisation of Sail Shares by Shareholders may take place on or after:
a. the Business Day following the General Meeting last date to trade until the General Meeting record date; and
b. the Business Day following the Repurchase LDT (if applicable). For the avoidance of doubt, Repurchase
Participants cannot dematerialise or rematerialise Sail Shares once they have validly accepted the
Repurchase.
6 Dematerialised Shareholders, other than those with "own name" registration, must provide their Broker or CSDP with
their instructions for voting at the General Meeting by the cut-off date and time stipulated by their Broker or CSDP in
terms of their respective custody agreements.
7 Any form of proxy not delivered to the Company's transfer secretaries (JSE Investor Services Proprietary Limited), so
as to be received by 09:00 on Thursday, 26 February 2026, may be delivered to the chairperson of the General
Meeting before such Shareholder's voting rights are exercised at the General Meeting.
8 If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
9 The actual dates will be confirmed in the finalisation announcement if the Repurchase becomes unconditional.
10 Certificated Shareholders who accept the Offer will have the Repurchase Consideration transferred to them by
electronic funds transfer into the bank account nominated by them in the Form of Acceptance and Surrender available
at https://tinyurl.com/3s33wwcd or on request from PSG Capital by email to bhargavd@psgcapital.com, on the
Repurchase payment date.
11 Dematerialised Shareholders who accept the Offer will have their accounts at their CSDP or Broker credited with the
Repurchase Consideration on the Repurchase payment date.
12 December 2025
Transaction Advisor and Designated Advisor
PSG Capital
Date: 12-12-2025 03:00:00
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