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Acquisition of a further stake in Byte Orbit Proprietary Limited
REX TRUEFORM GROUP LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000250387
JSE share code: RTN ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
("Rex Trueform" or the "Company")
ACQUISITION OF A FURTHER STAKE IN BYTE ORBIT PROPRIETARY LIMITED
1. Introduction and rationale
1.1. The board of directors of Rex Trueform is pleased to announce the conclusion of a sale of shares agreement
("Sale Agreement") on 26 August 2025 in terms of which Rex Trueform will increase its stake in Byte Orbit
Proprietary Limited ("Byte Orbit") from 30.02% to 51.02% (the "Transaction"). In terms of the Sale
Agreement, Rex Trueform will acquire a further 21% equity interest in Byte Orbit by acquiring 2 047 Byte
Orbit ordinary shares on 1 September 2025 from a majority shareholder of Byte Orbit, being Amit Ramdath
(the "vendor") for a purchase consideration of R21,000,000.00 which consideration will be satisfied through
the issue of 1 694 915 new Rex Trueform "N" ordinary shares at an issue price of R12.39 per share,
calculated at the volume weighted average price per share, as quoted on the JSE, as at the close of trading on
22 August 2025.
1.2. Established in 2003, Byte Orbit brings two decades of expertise in digital innovation, offering high-quality
solutions through a full product lifecycle approach. Byte Orbit prioritises user-centric designs, leveraging
deep insights into audiences, technologies, and markets. Through its investment in Byte Orbit, Rex Trueform
aims to assist in leveraging future growth opportunities, exploring emerging markets, and integrating
advanced technologies while enhancing Byte Orbit's market presence through strategic partnerships.
1.3. As announced on SENS on 20 December 2024, Rex Trueform acquired its initial investment of 30.02% in
Byte Orbit in December 2024 ("December 2024 Transaction").
2. Salient terms of the Transaction
2.1. The purchase consideration under the Sale Agreement is an issue of 1 694 915 new Rex Trueform "N"
ordinary shares to the vendor at an issue price of R12.39 per share.
2.2. The effective date of the Transaction is 1 September 2025
2.3. All conditions precedent to the Transaction have been fulfilled.
2.4. The Sale Agreement contains warranties that are normal for a transaction of this nature.
3. Financial information
The net asset value of 100% of Byte Orbit as at 30 June 2025 was R33.5 million, and the net profit after tax
attributable to 100% of Byte Orbit for the 4-month period ended 30 June 2025 was R3.5 million. This financial
information has been extracted from the unpublished, unaudited management accounts of Byte Orbit which has
been prepared in terms of International Financial Reporting Standards for Small and Medium-sized Entities. For
purposes of this announcement, Rex Trueform is satisfied with the quality of these management accounts.
4. JSE categorisation
The Transaction is classified as a category 2 transaction in terms of the JSE Listings Requirements. The
Transaction, when aggregated with the December 2024 Transaction as described in paragraph 1.3 above, remains
classified as a category 2 transaction in terms of the JSE Listings Requirements and is, accordingly, not subject to
approval by shareholders.
27 August 2025
Sponsor
Java Capital
Date: 27-08-2025 12:00:00
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