(Padenga Holdings Limited, incorporated in Zimbabwe on the 5th of August 2010, under Company Registration Number 2888/2010)
LISTING AND ALLOTMENT BY PADENGA HOLDINGS LIMITED ("PADENGA") OF AN ADDITIONAL AMOUNT OF 253,003,361 NEW PADENGA ORDINARY SHARES IN ORDER TO ACQUIRE THE REMAINING 49.9% OF THE ISSUED SHARES IN DALLAGLIO INVESTMENTS (PRIVATE) LIMITED ('DALLAGLIO") BY WAY OF A SHARE SWOP
Padenga Shareholders are advised that the Victoria Falls Stock Exchange ("VFEX") has granted approval to Padenga for the listing and allotment of an additional amount of 253,003,361 new Padenga ordinary shares, in order to acquire the remaining 49.9% of the issued shares in Dallaglio by way of a share swop.
At an Extraordinary General Meeting held in August 2019, Padenga shareholders approved the purchase by Padenga of an initial 50.1% equity shareholding in the Dallaglio gold mining business. This was done to diversify Padenga's exposure away from a reliance solely on the production of crocodile skins and to seek diversification into alternative, export orientated businesses. In this respect Padenga identified the gold mining sector as attractive from a long-term perspective, particularly in respect of the historic world-wide demand for gold and the capacity for gold mining to produce foreign currency.
The aforementioned acquisition by Padenga of the 50.1% equity shareholding in Dallaglio, and a subsequent substantial investment by Padenga into improving the operations of Dallaglio, led to Padenga achieving a significant growth in its operating profits driven mainly by the Dallaglio gold mining business. As a consequence, the Padenga Board decided that the further investment by Padenga in Dallaglio was a good fit for Padenga, and Padenga sought the acquisition of the remaining 49.9% shareholding in Dallaglio. Arising from this a Padenga Extraordinary General Meeting was convened on 16 August 2023 to seek shareholder approval for Padenga to acquire the remaining 49.9% shareholding in Dallaglio.
At the Padenga Extraordinary General Meeting on 16 August 2023, Padenga shareholders passed resolutions to allow Padenga to acquire the remaining 49.9% shareholding in Dallaglio. A special resolution approved the increase of Padenga's authorised shares from 800,000,000 (eight hundred million) ordinary shares to 1,400,000,000 (one billion, four hundred million) ordinary shares in order to allow for the issue of new Padenga shares to be used for a share swop for the remaining 49.9% shareholding in Dallaglio. An ordinary resolution approved the issue and allotment of 253,003,361 (two hundred and fifty-three million, and three thousand, three hundred and sixty-one) ordinary shares in Padenga to the Dallaglio Minorities or their nominees, (constituting 46.04% of the issued and outstanding shares of Padenga), in return for Padenga taking transfer of 8,982 (eight thousand nine hundred and eighty-two) ordinary shares in Dallaglio representing the Dallaglio Minorities' entire shareholding in Dallaglio, (being 49.9% of the issued shares in Dallaglio), as and by way of a share swop, with the result and purpose that Dallaglio would become a wholly owned subsidiary of Padenga.
All the approvals, formalities and conditions precedent to conclude the Dallaglio share swop have now been finalised and are in place and Padenga is now proceeding with the listing and allotment of the 253,003,361 new Padenga ordinary shares onto the VFEX.
By order of the Board
Mr Andrew Lorimer Group Company Secretary 27 February 2025
Directors: Themba Sibanda (Chairman), Michael Fowler (Chief Executive Officer), Oliver Kamundimu (Chief Financial Officer), Eve Mkondo*, Mike Mudondo* (*Non-Executive)