eMEDIA HOLDINGS LIMITED - Category 2 Announcement relating to the Acquisition of Pristine World Holdings Limited

Category 2 Announcement relating to the Acquisition of Pristine World Holdings Limited

 eMEDIA HOLDINGS LIMITED
 (Incorporated in the Republic of South Africa)
 Registration number: 1968/011249/06
 JSE share codes and ISIN:
 Ordinary shares EMH ISIN: ZAE000208898
 N ordinary shares EMN ISIN: ZAE000209524
 ("eMedia" or the "Company")

CATEGORY 2 ANNOUNCEMENT RELATING TO THE ACQUISITION OF PRISTINE WORLD HOLDINGS LIMITED


Introduction

eMedia is pleased to announce the acquisition of a 30% strategic equity interest by its wholly
owned subsidiary, eMedia Investments Proprietary Limited, in Pristine World Holdings Limited
("Pristine World") (the "Transaction) as part of its growth strategy and expansion into ancillary
content creation markets.

Description of the business

Pristine World, an entity incorporated in the British Virgin Islands, is beneficially owned by
Convergence IT Services FZCO ("Convergence IT"), a company incorporated in the United Arab
Emirates. Pristine World has a subsidiary, Multimedia Resources, S.L. ("MR Factory"), a
specialist provider of visual effects ("VFX") services catering to the global film and television and
commercial markets. Its services include Computer Generated Imagery, motion capture, digital
compositing, and animation as well as studio facilities. MR Factory is based in Madrid, Spain.

Rationale for the Transaction

This investment forms part of eMedia's strategy to diversify and strengthen its revenue streams
within its existing ecosystem. By acquiring a stake in Pristine World (and in effect MR Factory),
eMedia gains access to the technology and innovation of MR Factory and aims to incorporate
high-quality visual effects capabilities into its content production pipeline, thus enhancing the
quality of its offerings and positioning the eMedia group for international project collaboration.

eMedia has further made a significant investment in VFX Studios in Hyde Park. eMedia through
VFX Studio will utilise the expertise of MR Factory to provide clients with the opportunity to
create virtual advertising as well as enhance the current productions it does as well as any other
production that would utilise real-time visual effects in its productions.

Effective date

The Transaction will have an effective date of 01 October 2025, subject to the fulfilment of all
the conditions precedent set out below.

Conditions precedent

The Transaction provides customary warranties, indemnities and other undertakings that are
customary for a transaction of this nature, including:

   •   Obtaining regulatory approval from the South African Reserve Bank; and

   •   Entering into a shareholder agreement between eMedia and Pristine World.
Purchase consideration

eMedia will pay Convergence IT, a total Transaction consideration of USD 6 920 404 (ZAR
119 100 152.84 at an exchange rate of R17,21/1$), which will be funded out of existing cash
resources and available facilities upon completion of the conditions precedent.

Financial information

The value of the net assets and the profits attributable to the net assets that are the subject of
the Transaction are as follows:

i. net asset value of $22,913,897 as at 30 September 2025; and
ii. net profit of $1,857,650 for the nine month period 1 January 2025 to 30 September 2025.

The financial information has been extracted from the unaudited management accounts of
Pristine World, the quality of which eMedia is satisfied with.

Warranties and other significant terms of the Transaction agreement

The Transaction agreement contains further representations and warranties by Convergence IT
in favour of eMedia which are customary for a transaction of this nature.


Classification of the Transaction

The Transaction constitutes a category 2 transaction in terms of the JSE Listings Requirements
and does not involve any related parties and is accordingly not subject to approval by the
shareholders of eMedia.


02 October 2025
Johannesburg

Sponsor and Corporate Adviser
Investec Bank Limited

Date: 02-10-2025 10:33:00
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