Remgro Limited · JSE:REM
Remgro — Merger or Acquisition (July 2025)
20 slides from Remgro's merger presentation, Jul 21, 2025
Slide 1: Project Lindt: Maziv/Vodacom merger terms update
Project Lindt Maziv/Vodacom merger terms update 21 July 2025
Slide 2: Contents
Contents 01 Regulatory 03 Steps, cash flows, and structure 02 Transaction terms 04 Valuation parameters 2
Slide 3: Regulatory
Regulatory 3
Slide 4: Regulatory timeline
Regulatory timeline The Competition The Competition Merging parties filed The Competition Based on updated The Competition Expected Longstop Tribunal ruled Tribunal reasons heads of argument Tribunal reasons conditions, the Appeal Court Appeal Court date that the (redacted version) at The Competitio
Slide 5: Competition Commission media statement
Competition Commission media statement Primary concerns: 1. The horizontal reduction in competition between Fixed Wireless Access (FWA) and fibre-to-the-home (FTTH) a) Improving the capex commitment by Maziv b) Enhanced coverage commitments 2. The horizontal overlap in FTTH infrastructure and potent
Slide 6: Competition Commission media statement
Competition Commission media statement Public interest commitments: “There are significant improvements to the public interest commitments which increase the substantiality of these commitments. These include additional capex spend to roll out new fibre-to-the-business (FTTB), FTTH and fibre-to-the-
Slide 7: Herotel
Herotel Acquisition of control: • The Competition Commission recommended to Tribunal to approve transaction with conditions • No interveners, but MTN requested by Tribunal to answer any questions posed before them for the merger • Parties are awaiting the dates for the Tribunal’s hearing of the case
Slide 8: Transaction terms
Transaction terms 8
Slide 9: Updated deal terms
Updated deal terms Terms of the 30% Vodacom investment 1. Maziv valuation of R34bn (excluding the first 49.96% Herotel shareholding) 2. Fixed valuation of R2bn for the existing Vumatel 49.96% interest in Herotel 3. Fixed valuation of R4.89bn for the Vodacom FTTH, FTTB and Tower fibre assets to be ac
Slide 10: The Vodacom option
The Vodacom option Vodacom 4.95% option: • Vodacom has an option to acquire up to a further 4.95% in Maziv from CIVH at a R37bn valuation (pre-money) • Remgro will dilute in CIVH to give effect to the Vodacom option • The option valuation is at the higher of R48bn or fair market value (post-money),
Slide 11: Steps, cash flows, and structure
Steps, cash flows, and structure 11
Slide 12: Maziv: Steps and illustrative cash flow
Maziv Steps and illustrative cash flow Assume: • Pre-implementation dividend of R4.2bn(1) Change in Equity equity value value Valuation 31 March 2025 36 000 1) Pre-implementation dividend (4 200) 31 800 2) Vodacom investment in Maziv (cash and assets) 11 000 42 800 3) Maziv acquires 2nd Herotel stak
Slide 13: CIVH: Steps and illustrative cash flow
CIVH Steps and illustrative cash flow Assume: • Pre-implementation dividend of R4.2bn(1) Cash flows Preference share R3.5bn preference share funding 3 500 Receive pre-implementation dividend from Maziv 4 200 Vodacom buys shares from CIVH to get to 30% in Maziv 1 800 Vodacom cash for 2nd Herotel tran
Slide 14: Shareholding structure post-Vodacom 30% investment
Shareholding structure post-Vodacom 30% investment 57.0% 37.5% 5.5% 70% 30% Herotel Communities RF 100% 100% 75% 49.96% 49.93% 14
Slide 15: Shareholding structure with Herotel control approved
Shareholding structure with Herotel control approved 57.0% 37.5% 5.5% 70% 30% 100% 100% 75% 99.9% 15
Slide 16: Vodacom option
Vodacom Option Assume: • Second Herotel transaction implemented • Pre-implementation dividend of R4.2bn(1) paid to CIVH by Maziv • Minimum valuation • Remgro receives cash net of taxes and costs Cash flows Vodacom acquires additional 4.95% Maziv shares from CIVH 2 300 Vodacom shareholding in Maziv i
Slide 17: Shareholding structure after Vodacom option exercised
Shareholding structure after Vodacom option exercised 53.7% 40.3% 6.0% 65.05% 34.95% 100% 100% 75% 99.9% 17
Slide 18: Valuation parameters
Valuation parameters 18
Slide 19: Valuation Parameters
Valuation Parameters Assume: • No pre-implementation dividend • After second Herotel transaction • Second Herotel stake valued at R2.75bn • Herotel shareholding 99% R million Maziv equity valuation 38 750 Net debt 20 859 Enterprise value 59 609 EBITDA 5 187 Multiple 11.49 19
Slide 20: Thank you
Thank you 20