Description of Activities

Description of transaction: The transaction concerns the proposed acquisition by Oryx Capital Investments (Proprietary) Limited (“Acquirer One”) and Jadevine Investments (Proprietary) Limited (“Acquirer Two”) of the entire issued share capital and shareholder claims constituting the Sale Equity in Rainy Day Investments Fifty-Nine (Proprietary) Limited from Allegrow Fund (Proprietary) Limited, pursuant to the sale of shares and claims agreement entered into between the merging parties.

Acquiring group: The first primary acquiring undertaking is Oryx Capital Investments (Proprietary) Limited (“Acquirer One”), a private company with limited liability, duly incorporated and registered in accordance with the laws of the Republic of Namibia. Acquirer One is a dormant investment holding company that has never traded and has no business operations in Namibia or elsewhere. It does not exercise control over any entity and is wholly owned and controlled by the Rodenburg Family Trust (“RFT”), an inter vivos trust duly established and registered in accordance with the laws of the Republic of South Africa. In addition to Acquirer One, RFT also controls Vulcen Properties (Proprietary) Limited and Patula Sawmills South Africa (Proprietary) Limited, both of which are incorporated in South Africa. 

The second primary acquiring undertaking is Jadevine Investments (Proprietary) Limited (“Acquirer Two”), a newly established private company with limited liability, duly incorporated and registered in accordance with the laws of the Republic of Namibia. Acquirer Two is solely owned and controlled by Mr. Evaristus Evaristus (“EE”), a major Namibian national acting in his personal capacity. Acquirer Two has remained dormant and inactive since its incorporation and does not exercise control over any entity. In addition to Acquirer Two, EE also controls Celia and Joy Trading Enterprise Close Corporation, whose business activities primarily comprise bakery operations, and CRJ Farming Close Corporation, which is primarily engaged in animal husbandry and crop farming. Both entities are incorporated in Namibia.

Target undertaking: The primary target undertaking is Rainy Day Investments Fifty-Nine (Proprietary) Limited, a private company with limited liability, duly incorporated and registered in accordance with the laws of the Republic of Namibia. The target operates as a holding company and wholly owns and controls Mushara Lodge (Proprietary) Limited (“Mushara”), which in turn owns and operates the hospitality business conducted under the Mushara brand, comprising Mushara Lodge, Mushara Bush Camp, Mushara Outpost, and Villa Mushara.

Relevant market: The relevant market is the provision of short-term accommodation services within a 60-kilometre radius of the target undertaking’s accommodation establishments, namely Mushara Lodge, Mushara Bush Camp, Mushara Outpost and Villa Mushara, which are situated in the vicinity of Etosha National Park, Namibia.

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