Description of Activities

Description of transaction: The proposed transaction constitutes the acquisition of control by Carican Holdings Namibia (Proprietary) Limited over the Rundu Private Hospital Group through the acquisition of the entire issued and indivisible shareholding in the target entities pursuant to an indivisible Share Purchase Agreement. The Rundu Private Hospital Group comprises Marshall Rock Number Ten CC, Rundu Medical Practice CC, Rundu Dental Practice CC, Rundu Private Hospital Practitioners CC, Rundu Private Hospital CC, and Rundu Medical Practice Radiology. Upon implementation of the transaction, Carican Holdings Namibia (Proprietary) Limited will exercise control over the Rundu Hospital Group.

Acquiring group: The primary acquiring undertaking is Carican Holdings Namibia (Proprietary) Limited, a company duly incorporated in accordance with the laws of Namibia. The company is a new entrant and serves as the holding company of the Carican Group in Namibia, with its principal business being the administration, management, and control of the Group's investments and operations within the country. Carican Holdings Namibia (Proprietary) Limited is ultimately controlled, through a corporate ownership structure, by the Carican Living Trust, a trust established in the Republic of South Africa. In Namibia, the acquiring group, through Carican Holdings Namibia (Proprietary) Limited, controls Carican Healthcare Namibia (Proprietary) Limited, which serves as the investment vehicle through which the Group holds its strategic equity interests in healthcare operations. Carican Healthcare Namibia (Proprietary) Limited, in turn, controls Carican Olympia Property (Proprietary) Limited, whose principal business is the ownership and management of the Group's property assets. It also controls Carican Olympia Acute Health Care (Proprietary) Limited, which is not yet operational but has been established to operate an acute mental healthcare facility on an erf located in Olympia. The acquiring group is currently in the process of acquiring the property on which the facility will be operated from.

Target undertaking: The target undertakings comprise the entities collectively operating as the Rundu Private Hospital Group. These include Marshall Rock Number Ten CC, which owns the immovable property from which the Group operates; Rundu Medical Practice CC, which operates the medical practice; Rundu Private Hospital CC, which operates the private hospital and its associated healthcare services; Rundu Dental Practice CC, which operates the dental practice; Rundu Private Hospital Practitioners CC, through which the Group's medical practitioners are employed; and Rundu Medical Practice Radiology CC, which operates the Group's radiology practice.

Relevant market: The relevant product market is the provision of private healthcare services, including hospital, medical, dental, and diagnostic radiology services in and around Rundu.

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