EOH : Updated pro forma financial effects in respect of the disposal of the Information Services Group

Updated pro forma financial effects in respect of the disposal of the Information Services Group

EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
("EOH" or "the Company")


UPDATED PRO FORMA FINANCIAL EFFECTS IN RESPECT OF THE DISPOSAL OF THE INFORMATION SERVICES GROUP


Shareholders are referred to the announcement published on 11 March 2022 as well as the circular
distributed to EOH shareholders on 7 April 2022 ("Circular") detailing the terms of the proposed
disposal by EOH Mthombo Proprietary Limited, a wholly-owned subsidiary of EOH, of 100% of the
issued shares of Hoonar Tekwurks Consulting South Africa Proprietary Limited, Managed Integrity
Evaluation Proprietary Limited, Xpert Decision Systems Proprietary Limited and Zenaptix Proprietary
Limited ("the Information Services Group") to Bachique 842 Proprietary Limited ("the
transaction").

In compliance with paragraph 8.25(a) of the JSE Listings Requirements, the pro forma financial effects
("pro forma effects") of the transaction contained Circular were based on the most recent completed
financial period of EOH, being the published audited financial results for the year ended 31 July 2021
("EOH FY2021") and the on the combined carve-out historical financial information of the Information
Services Group for the year ended 31 July 2021.

In terms of paragraph 11.56 of the JSE Listings Requirements, a supplementary circular must be
published if, at any time after a circular has been published and before the relevant shareholders
meeting, the issuer becomes aware that a significant new matter has arisen which would have been
required to be disclosed in the original circular had such information been known at that time. In the
context of the publication of the pro forma financial effects, "significant" means a change of 10% or
more from the pro forma financial effects included in the original circular.

On 13 April 2022, EOH published its unaudited interim condensed consolidated financial statements
for the six months ended 31 January 2022 ("EOH HY2022"). Due to a difference of more than 10%
when comparing the pro forma effects contained in the Circular which are based on the EOH HY2022
results to the EOH FY2021 results, it is necessary for EOH to publish updated pro forma effects (the
"updated pro forma effects"). Shareholders are advised that the JSE has agreed to allow EOH to
publish the updated pro forma effects on SENS rather than requiring the publication of a supplementary
circular.

UPDATED PRO FORMA FINANCIAL INFORMATION

The updated pro forma effects set out below should be read in conjunction with the Circular, which
contains, inter alia, the terms of the transaction and the original pro forma effects illustrating the impact
of the transaction on the EOH FY2021 results.
The table below sets out the updated pro forma effects of the transaction based on EOH's HY2022
results. The pro forma statement of financial position at 31 January 2022 gives effect to the transaction
as if it had occurred on 31 January 2022. The pro forma statement of profit or loss and other
comprehensive income for the six month period ended 31 January 2022 is presented as if the transaction
had been implemented at the beginning of the six month period.

                                                   Before the    Pro forma after           Percentage
                                                  transaction    the transaction               change
                                                                                                  (%)
 Basic earnings per share (cents)                          13                (1)               (108%)
 - Continuing operations                                   23                 33                 43%
 - Discontinued operations                               (10)               (34)               (240%)
 Headline earnings per share (cents)                       41                 34                (17%)
 - Continuing operations                                   23                 33                 43%
 - Discontinued operations                                 18                  1                (94%)
 Net asset value per share (cents)                        114                108                 (5%)
 Net tangible asset value per share (cents)             (373)              (380)                 (2%)
 Actual number of shares in issue                     176,545            176,545                  0%
 (excluding treasury shares)
 Weighted average number of shares in                 168,737            168,737                  0%
 issue (excluding treasury shares)

Notes and assumptions:
Detailed notes and assumptions regarding the updated pro forma financial information, together with
the independent reporting accountant's assurance report thereon are set out in the supplementary
consolidated pro forma financial information available on the Company's website.

In addition to the updated pro forma effects, EOH has prepared a supplementary consolidated pro forma
statement of financial position and statement of comprehensive income (the "detailed updated pro
forma financial statements"). The updated pro forma effects and the detailed updated pro forma
financial statements are collectively referred to hereinafter as the "supplementary pro forma financial
information."

The supplementary pro forma financial information is the responsibility of the board of directors of
EOH. The Company's independent reporting accountant, PricewaterhouseCoopers Inc., has issued an
updated reporting accountant's report on the supplementary pro forma financial information dated 29
April 2022.

The supplementary pro forma financial information is the responsibility of the directors of EOH and
has been prepared for illustrative purposes only and, because of their pro forma nature, may not fairly
present the group's financial position, changes in equity, results of operations or cash flows following
the transaction.

The supplementary pro forma financial information has been prepared using accounting policies that
comply with IFRS and that are consistent with those applied in the published audited group financial
results of EOH for the year ended 31 July 2021. The pro forma financial information is presented in
accordance with the JSE Listings Requirements, the Guide on pro forma Financial Information issued
by the South African Institute of Chartered Accountants and ISAE 3420 (Assurance Engagements to
Report on the Compilation of pro forma Financial Information Included in a Prospectus).
A copy of the detailed updated pro forma financial statements (as well as the notes and assumptions
thereto) and the updated reporting accountant's report can be obtained from the Company's website
(https://www.eoh.co.za/investor-relations/shareholder-meetings/) and are available for inspection at the
Company's registered office (Block D, EOH Business Park, Osborne Lane, Bedfordview, 2007) during
business hours from today, Friday, 29 April 2022 to Wednesday, 11 May 2022, both days inclusive.

29 April 2022

Sponsor
Java Capital

Financial Advisors
Rothschild & Co

Legal Advisor to EOH
Webber Wentzel

Overall Strategic and lead advisor to EOH
Rothschild & Co

Date: 29-04-2022 01:30:00
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