Description of Activities

Description of transaction: The transaction concerns the proposed acquisition by Solar SA Investments Proprietary Limited (“Solar SA”) of the entire issued share capital and control over Omnia Holdings Limited (“Omnia”) (the “Proposed Transaction”). Solar SA will offer to acquire by way of a scheme of arrangement as set out in section 114(1) of the South African Companies Act, 71 of 2008 (“Companies Act”), 100% of the ordinary issued share capital of Omnia (the “Scheme”). 

Acquiring group: The primary acquiring undertaking is Solar SA, a special purpose vehicle private company incorporated in South Africa specifically for the purpose of the proposed transaction. Solar SA is wholly owned and controlled by Solar Overseas Mauritius Limited (“SOML”) a private company incorporated in Mauritius, which, in turn, is wholly owned by Solar Industries India Limited (“Solar Industries”), a public company incorporated in India, with a primary listing on the National Stock Exchange of India Limited (“NSE”) and BSE Limited. Solar Industries and all undertakings directly and indirectly controlled by it are referred to as the (“Solar Group”), whose business interests are in manufacturing and supplying industrial explosives and defence solutions. The Solar Group does not control any undertaking in Namibia and does not provide any products or services to customers in Namibia. Accordingly, the Solar Group has no direct or indirect presence in Namibia through business operations, turnover-generating activities, or asset ownership.

Target undertaking: The primary target undertaking is Omnia, a public company incorporated in South Africa, with a primary listing on the stock exchange operated by the JSE Limited and a secondary listing on the A2X. Omnia is not controlled by any undertaking. Omnia and all undertakings directly or indirectly controlled by it are referred to collectively as the “Omnia Group." In Namibia, the Omnia Group controls Bulk Mining Explosives Namibia Proprietary Limited (“BME Namibia”), a private company incorporated in Namibia, and BME Metallurgy Namibia Proprietary Limited (“BME Metallurgy Namibia"), a private company incorporated in Namibia. The Omnia Group is a globally diversified group of companies that provides a range of products and solutions to the agriculture, mining, and chemical sectors. In Namibia, the Omnia Group supplies explosive products such as bulk and packaged emulsions and precision blasting software together with ancillary products such as initiating systems and detonators and provides services in Namibia such as technical metallurgical support, custom solution development, and technical partnership and collaboration with mining operations.

Relevant market: The merging parties did not define the relevant market, as there is no overlap between the activities of the merging parties in Namibia.

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