Offer launched to acquire Metrofile Holdings at significant premium

MAIN STREET 2093 (RF) PROPRIETARY LIMITED has launched a firm intention offer to acquire all issued ordinary shares in Metrofile Holdings Limited, excluding treasury shares, for a cash consideration of R3.25 per Offer Share. This offer represents a significant premium to Metrofile's trading prices, with a 99% premium over the R1.63 market price on March 25, 2025, and a 25% premium over the R2.60 market price on September 16, 2025. Similarly, it offers a 95% premium to the 30-day VWAP of R1.67 on March 25, 2025, and a 24% premium to the R2.62 30-day VWAP on September 16, 2025.

The acquisition is structured as a scheme of arrangement. The Offeror has secured an irrevocable unconditional bank guarantee from SBSA totaling R1,372,069,461.75 to cover the maximum Offer Consideration. Additionally, irrevocable undertakings have been obtained from shareholders representing 52.81% of Metrofile's issued shares, indicating strong support for the offer.

The scheme will accelerate Metrofile’s digital transformation and expand the Offeror’s presence in information management and digital services across Africa and the Middle East. Post-acquisition, Metrofile shares will be delisted from the JSE. An independent board has been convened, and an independent expert report will be included in the upcoming circular detailing the full terms and conditions to shareholders.