Access to all KAL Group company announcements such as mergers, take-overs, rights offers, capital issues, cautionaries - all of which have a direct impact on the movement in the market. SENS announcements will only be delayed 15 minutes after being released by the JSE.
Distribution of notice of annual general meeting
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("KAL Group" or the "Company")
DISTRIBUTION OF NOTICE OF ANNUAL GENERAL MEETING
Shareholders of KAL Group ("Shareholders") are advised that the notice of the annual
general meeting of the Company ("AGM") ("Notice of AGM"), incorporating the Company's
summarised consolidated financial statements for the year ended 30 September 2025
("Summarised Financial Statements"), was distributed to Shareholders today,
17 December 2025.
The Notice of AGM, incorporating the Summarised Financial Statements and the proxy form
will also be available on the Company's website at
https://www.kalgroup.co.za/investors/reports as from today, 17 December 2025.
The Company's integrated annual report will be made available on KAL Group's website on
or about Thursday, 15 January 2026. KAL Group will, in due course, release a further
announcement in this regard.
NOTICE OF AGM
Notice is hereby given that the AGM will be held at 12:30 p.m. on Thursday,
5 February 2026 at the Grande Roche Hotel, 1 Plantasie Street, Paarl, and through electronic
communication, to transact the business set out in the Notice of AGM.
Kindly note the following salient details:
Issuer name KAL Group Limited
Type of instrument Ordinary shares
ISIN number ZAE000244711
JSE code KAL
Meeting type Annual General Meeting
Meeting venue The Grande Roche Hotel, 1 Plantasie Street,
Paarl
Record date – to determine which Friday, 5 December 2025
shareholders are entitled to receive the
notice of meeting
Publication/posting date Wednesday, 17 December 2025
Last day to trade – Last day to trade to Tuesday, 27 January 2026
determine eligible shareholders that may
attend, speak and vote at the meeting
Record date – to determine eligible Friday, 30 January 2026
shareholders that may attend, speak and
vote at the meeting
Meeting deadline date (For administrative Tuesday, 3 February 2026
purposes, forms of proxy for the meeting to
be lodged)
Meeting date 12:30 p.m. on Thursday, 5 February 2026
Publication of results Thursday, 5 February 2026
Website link https://www.kalgroup.co.za/investors/reports
Paarl
17 December 2025
Sponsor
PSG Capital
Date: 17-12-2025 03:14:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Broad-Based Black Economic Empowerment Act: Annual Compliance Report
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
(the "Company")
BROAD-BASED BLACK ECONOMIC EMPOWERMENT ACT ("THE ACT"): ANNUAL COMPLIANCE REPORT
In accordance with paragraph 16.21(g) and Appendix 1 to Section 11 of the JSE Limited
Listings Requirements, notice is hereby given that the Company's annual compliance report in
terms of section 13G(2) of the Act has been published and is, together with the Company's
latest broad-based black economic empowerment certificate, available on the Company's
website at https://www.kalgroup.co.za/impact/bbbee.
Paarl
12 December 2025
Sponsor
PSG Capital
Date: 12-12-2025 01:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Disclosure of Acquisition of Securities
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("the Company")
DISCLOSURE OF ACQUISITION OF SECURITIES
In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended
("Companies Act"), and paragraph 3.83(b) of the JSE Limited Listings Requirements,
shareholders are hereby advised that the Company has received formal notification in the
prescribed form from Granate Asset Management ("Granate"), advising that it has acquired a
beneficial interest in securities of the Company, such that the total of all beneficial interests
held by it amounts to 5.09% of the Company's total issued ordinary share capital.
The requisite notice in terms of section 122(3)(a) of the Companies Act has been filed with the
Takeover Regulation Panel. The board of the Company accepts responsibility for the
information contained in this announcement and confirms that, to the best of its knowledge and
belief, such information accurately reflects the information contained in the TRP 121.1 form
received by the Company from Granate and that this announcement does not omit anything
likely to affect the importance of the information contained in this announcement.
Paarl
3 December 2025
Sponsor
PSG Capital
Date: 03-12-2025 10:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Audited Consolidated Financial Statements for the Year ended 30 September 2025 and Dividend Declaration
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("KAL", the "Company" or the "Group")
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 AND DIVIDEND DECLARATION
1. SALIENT FEATURES
Revenue R20.30 billion, decreased by 6.6% (30 September 2024 ("LY"): R21.73 billion), with
the deflationary impact of fuel contributing 5.8% of this decline.
Gross profit R3.09 billion, increased by 3.9% (LY: R2.97 billion).
EBITDA R923.8 million, increased by 7.5% (LY: R859.3 million).
Profit before taxation, excluding impairments and loss on sale of subsidiary, R707.8 million,
increased by 10.4% (LY: R641.3 million).
Earnings per share 570.33 cents per share, increased by 1.4% (LY: 562.26 cents per share).
Headline earnings per share 620.98 cents per share, increased by 10.6% (LY: 561.58 cents
per share).
Recurring headline earnings per share 624.47 cents per share, increased by 11.2% (LY:
561.58 cents per share).
Net cash from operating activities R933.6 million, increased by 10.0% (LY: R848.8 million).
Net interest-bearing debt to equity reduced to 38.1% (LY: 51.3%).
Net interest-bearing debt to EBITDA reduced to 1.2 times (LY: 1.8 times).
Total dividend 210.00 cents per share, increased by 16.7% (LY: 180.00 cents per share).
2. DIVIDEND DECLARATION
Given the significant repayment of the PEG acquisition debt and KAL's strong trading
performance and cashflows, the Group has improved its dividend cover to 2.8 times (2024:
3.0 times), in line with its communicated strategy to do so. A gross final dividend of 154.00
cents per share (2024: 126.00 cents per share) has been approved and declared by the
Board from income reserves, for the period ended 30 September 2025. The final dividend
amount, net of South African dividends tax of 20%, is 123.20 cents (2024: 100.80 cents) per
share for those shareholders not exempt from dividend tax or who are not entitled to a
reduced rate in terms of an applicable double tax agreement. Including the interim dividend,
the total dividend for the year ended 30 September 2025 of 210.00 cents per share (2024:
180.00 cents per share) increased by 16.7% from the prior year.
The salient dates for this dividend distribution are:
Declaration date Thursday, 27 November 2025
Last day to trade cum dividend Tuesday, 10 February 2026
Trading ex dividend commences Wednesday, 11 February 2026
Record date to qualify for dividend Friday, 13 February 2026
Date of payment Monday, 16 February 2026
Share certificates may not be dematerialised or rematerialised between Wednesday,
11 February 2026 and Friday, 13 February 2026, both days inclusive.
The number of ordinary shares in issue at declaration date is 74 319 837, the income tax
number of KAL is 9312717177 and the Company registration number is 2011/113185/06.
3. SHORT-FORM ANNOUNCEMENT
This short-form announcement is the responsibility of the directors of the Company. It
contains only a summary of the information in the full annual financial statements
("Full AFS") and does not contain full or complete details. The Full AFS can be found at:
https://senspdf.jse.co.za/documents/2025/JSE/ISSE/KALE/KALSept25.pdf
A copy of the Full AFS is also available for viewing on the Company's website at:
https://www.kalgroup.co.za/s3/year-end-results-30-sept-25
Shareholders are reminded that the Company will be hosting a webcast at 10:00 am today,
Thursday, 27 November 2025, to present the results to shareholders and the market.
For shareholders' convenience, the webcast registration details and link are included below:
- View and listen mode, with a Q&A facility
- Link: www.corpcam.com/KALGroup27112025
Any investment decisions by investors and/or shareholders should be based on consideration
of the Full AFS, as a whole.
The Full AFS have been audited by the Company's auditors, Deloitte & Touche, who
expressed an unmodified audit opinion thereon.
Paarl
27 November 2025
Sponsor
PSG Capital
Date: 27-11-2025 08:00:00
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the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Announcement of Results and Webcast
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("KAL" or "the Company")
ANNOUNCEMENT OF RESULTS AND WEBCAST
Shareholders are advised that KAL intends to release its results for the year ended
30 September 2025 on Thursday, 27 November 2025.
The Company will be hosting a webcast at 10:00 am on Thursday, 27 November 2025, to
present the results to shareholders and the market. To register for the webcast, please follow
the below link.
Webcast details:
- View and listen mode, with a Q&A facility
- Link: www.corpcam.com/KALGroup27112025
Paarl
12 November 2025
Sponsor
PSG Capital
Date: 12-11-2025 08:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Voluntary Trading Update For The Year Ended 30 September 2025
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("KAL" or "the Group")
VOLUNTARY TRADING UPDATE FOR THE YEAR ENDED 30 SEPTEMBER 2025
KAL is pleased to provide a voluntary update on high-level operational performance indicators
for the financial year ended on 30 September 2025 ("F25"). Further details on F25 performance
will be provided with the annual results to be released on or about 27 November 2025.
As indicated previously, it is more appropriate to use trading profit as an indication of Group
trading performance due to the volatility of fuel prices and the high contribution of fuel revenue
to total Group revenue.
The Group has communicated via SENS the disposal processes involving Agriplas (Pty) Ltd
and Tego (Pty) Ltd, and therefore only reflects Agrimark and PEG business segment trading
profit growth for H1, H2 and the full year ("FY"), highlighting a notably improved H2
performance:
Trading Profit % H1 F25 vs H2 F25 vs F25 vs F24
growth H1 F24 H2 F24
Retail channel 2.1% 6.4% 4.1%
Agri channel 5.2% 12.2% 8.1%
Fuel channel 2.8% 7.7% 4.9%
Retail channel:
• Sluggish H1, stronger H2
• General retail remains under pressure
• Robust convenience and quick service restaurant performance, with 10 revamps, and
15 additional retail touchpoints added
• Retail margins widened
• 2 new peri-urban Agrimark stores on track for opening during H1 F26
Agri channel:
• Excellent H2 as predicted
• Positive farming conditions, high export volumes contrary to expectations around tariffs
• Improved farmer cashflow, resulting in excellent debtors position
• Increased farm infrastructure spend (capital expenditure)
• Agri margins maintained
• Increased grain storage capacity to be operational in Q1 F26
Fuel channel:
• Strong H2
• Group litres up 0.8% year-on-year, driven by recovery in PEG volumes and increased
farm fuel market share
• Petrol / diesel mix contributions constant
• F25 fuel price adjustment impact similar year-on-year
• 3 new PEG fuel sites (2 on management agreement) added in F25
• 1 PEG site disinvested, including 5 retail touchpoints
• 4 PEG fuel site upgrades completed
• 5 new PEG sites and 2 new Agrimark fuel sites on track for F26
With debt levels at their lowest in 15 years and working capital and operating expenditure well
managed, the above trading profit growth is expected to translate into an increase in F25
RHEPS of between 7% to 13% compared to the prior financial year.
The financial information on which this trading update is based has not been reviewed or
reported on by the external auditor of KAL.
Paarl
20 October 2025
Sponsor
PSG Capital
Date: 20-10-2025 11:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Appointment of Director
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("Company" or the "KAL Group")
APPOINTMENT OF DIRECTOR
In accordance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the board of
directors of the Company ("the Board") wishes to advise that Ms Rethabile Nkosi ("Ms Nkosi")
has been appointed as an independent non-executive director of the Company, with effect
from 1 November 2025, and will further serve as a member of the Social and Ethics Committee
of the Company, with effect from 1 November 2025.
Ms Nkosi is a seasoned director of companies, businesswoman and agricultural economist,
boasting over 17 years of expertise in developmental finance, agricultural policy and business
strategy.
She garnered substantial experience through executive and senior management positions in
the private and public sectors. Her notable roles include Executive Director of Group
Investments at AFGRI Group Holdings, Sector Investment Specialist for Agriculture at the
Public Investment Corporation, Lead Economist at AgriSA and Senior Manager at the
Auditor-General of South Africa.
Ms Nkosi holds an MBA, a Post-graduate Diploma from the Gordon Institute of Business
Science, and a BSc in Agricultural Economics from the University of Pretoria.
Her appointment contributes to an appropriate mix and balance of knowledge, skills,
experience, diversity and independence appropriate to the agri-retail industry and the strategic
direction of the KAL Group.
The Board welcomes Ms Nkosi and looks forward to her contribution to the Company.
Paarl
16 November 2025
Sponsor
PSG Capital
Date: 16-10-2025 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Settlement of awards under KAL Group’s Long-Term Incentive Plan
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
ISIN: ZAE000244711
Share code: KAL
("KAL Group")
SETTLEMENT OF AWARDS UNDER KAL GROUP'S LONG-TERM INCENTIVE PLAN
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the vesting, automatic exercise and after-tax net-equity
settlement of awards in terms of the KAL Group Long-term Incentive Plan ("LTIP"), is disclosed:
1.
NAME OF DIRECTOR S Walsh
COMPANY OF WHICH A DIRECTOR KAL Group
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES Nil-cost options ("NCOs") in relation to
ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 29 172
TOTAL VALUE OF NCOs VESTED R1 162 772.29, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 16 044
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
2.
NAME OF DIRECTOR GW Sim
COMPANY OF WHICH A DIRECTOR KAL Group
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES NCOs in relation to ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 13 907
TOTAL VALUE OF NCOs VESTED R554 321.76, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 7 648
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
3.
NAME OF DIRECTOR DC Gempies
COMPANY OF WHICH A DIRECTOR Agrimark Operations Limited
(a major subsidiary of KAL Group)
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES NCOs in relation to ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 8 314
TOTAL VALUE OF NCOs VESTED R331 389.31, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 4 572
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
4.
NAME OF DIRECTOR H Smit
COMPANY OF WHICH A DIRECTOR Agrimark Operations Limited
(a major subsidiary of KAL Group)
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES NCOs in relation to ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 8 241
TOTAL VALUE OF NCOs VESTED R328 479.58, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 4 532
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
5.
NAME OF DIRECTOR T Sulaiman-Bray
COMPANY OF WHICH A DIRECTOR Agrimark Operations Limited
(a major subsidiary of KAL Group)
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES NCOs in relation to ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 6 788
TOTAL VALUE OF NCOs VESTED R270 564.18, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 3 733
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
6.
NAME OF DIRECTOR AC Abeln
COMPANY OF WHICH A DIRECTOR Agrimark Operations Limited
(a major subsidiary of KAL Group)
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES NCOs in relation to ordinary shares
NATURE OF TRANSACTION Vesting, automatic exercise and after-tax
net-equity settlement of NCOs, resulting
in the delivery of ordinary shares to a
participant under the LTIP
(off-market transaction)
TRANSACTION DATE 29 September 2025
(VESTING, EXERCISE AND SETTLEMENT)
NUMBER OF NCOs VESTED 6 156
TOTAL VALUE OF NCOs VESTED R245,373.17, based on a deemed value
of R39.86 per NCO
NUMBER OF ORDINARY SHARES 3 385
RECEIVED (POST-TAX NET EQUITY
SETTLEMENT)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.
Paarl
30 September 2025
Sponsor
PSG Capital
Date: 30-09-2025 03:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Voluntary Announcement: Disposal of Tego Plastics
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE 000244711
("the Group" or "the Company")
Voluntary Announcement: Disposal Of Tego Plastics
The Company is pleased to advise shareholders that it has entered into a Sale of Shares and
Claims Agreement, in terms of which the Company will dispose of all of the shares it holds in
its wholly owned subsidiary, Tego Plastics Proprietary Limited ("Tego") and Agrimark
Operations Limited, a wholly owned subsidiary of the Company, will dispose of all of the loan
claims it holds against Tego ("Disposal").
The Disposal forms part of the Company's strategy to streamline its operations and focus its
resources on other segments within the Group. Pursuant to the implementation of the
Disposal, the Company will continue to purchase agricultural packaging products from Tego
to ensure the ongoing delivery of quality products to its customers.
The Disposal is uncategorised in terms of the JSE Limited Listings Requirements and
therefore the information contained in this announcement is voluntarily disclosed by the
Company.
Paarl
29 September 2025
Transaction Advisor and Transaction Sponsor
Valeo Capital (Pty) Ltd
Legal Advisor
Andersen South Africa
Sponsor
PSG Capital
Date: 29-09-2025 12:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Disposal of Agriplas Proprietary Limited
KAL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
("the Group" or "the Company")
DISPOSAL OF AGRIPLAS PROPRIETARY LIMITED
1. INTRODUCTION
1.1. Shareholders are advised that the Company and its wholly owned subsidiary,
Agrimark Operations Limited ("Agrimark") (collectively, "the Sellers"), have entered
into a Sale of Shares and Claims Agreement ("the Agriplas Sale Agreement") with
Agriplas Holdings Proprietary Limited, ("Agriplas Holdings" or "the Purchaser"), an
investment holding company owned by Sana Partners Fund 2, in terms of which the
Company will dispose of the entire issued share capital of Agriplas Proprietary
Limited ("Agriplas") ("Sale Shares") and Agrimark will dispose of all claims it holds
against Agriplas ("Sale Claims") (collectively hereafter referred to as the "Sale
Equity") to the Purchaser, for a purchase consideration determined as set out in
paragraph 4.1 below ("Agriplas Disposal").
1.2. In addition to the Agriplas Disposal, the Company, Agriplas, Agrimark and the
Purchaser have entered into a Sale of Property Agreement ("Property Sale
Agreement"), in terms of which Agrimark will sell to Agriplas an immovable property,
together with all permanent improvements thereon, being Erf 13562 Bellville, in extent
circa 3,6 (three comma six) hectares, the property on which the Agriplas
manufacturing facility based in Stikland is situated ("Property"), for a purchase
consideration as set out in paragraph 4.3 below ("Property Disposal").
(hereafter collectively referred to as "the Disposals")
1.3. Sana Partners Fund 2, is an en commandite private equity partnership managed by
Sana Partners Proprietary Limited.
2. THE BUSINESS OF AGRIPLAS AND THE PROPERTY
2.1. Agriplas is a leading supplier of quality irrigation products and specialises in the
manufacture and sale of irrigation equipment through an extensive network of agents
within South Africa, while also exporting products to international customers. Agriplas
primarily serves the agricultural sector, with an additional focus on industrial water
filtration. Additionally, Agriplas' products are supplied to the mining industry for heap
leaching, dust suppression and mine rehabilitation.
2.2. The Property is a letting enterprise and is being sold as a going concern.
3. RATIONALE FOR THE DISPOSALS
The Disposals forms part of the Company's strategy to exit its non-core manufacturing
operations and focus its resources on its core retail and ancillary offering.
4. PURCHASE CONSIDERATION
4.1. The Purchase Consideration for the Sale Equity shall be an amount equal to
R155 000 000 (one hundred and fifty-five million Rand) payable by the Purchaser to
the Sellers ("Sale Equity Purchase Price"), subject to the amount being adjusted by
the effective date net working capital variance to the target net working capital, which
will be calculated with reference to the average working capital days over the last 24
(twenty four) months up to the effective date, being the last calendar day of the month
in which the last suspensive condition is fulfilled or waived, as the case may be
("Effective Date").
4.2. The Sale Equity Purchase Price will be paid by the Purchaser to the Sellers on the
closing date, being 15 (fifteen) business days following the date on which the
unaudited balance sheet of Agriplas as at the Effective Date is calculated and agreed
or approved in the manner as set out in the Agriplas Sale Agreement, or such earlier
date as agreed to between the parties in writing ("Closing Date").
4.3. The Purchase Consideration for the Property shall be an amount equal to
R67 500 000 (sixty-seven million five hundred thousand Rand) inclusive of VAT at
the rate of zero percent ("Property Purchase Price"), which Property Purchase Price
shall be paid on the date of registration of transfer of the Property ("Registration
Date") to the Sellers.
4.4. The maximum aggregate of the Sale Equity Purchase Price and the Property
Purchase Price has been capped below a category 1 (one) transaction threshold in
terms of the JSE Listings Requirements ("Listings Requirements").
5. USE OF PROCEEDS
The proceeds of the Disposals will be used to reduce the Group's bank funding in the
short term and bolster the Group's balance sheet for future investment opportunities,
whilst also considering dividend yield improvements.
6. EFFECTIVE DATE OF THE DISPOSALS
6.1. The benefit and risk relating to the Sale Equity shall pass to the Purchaser on the
Effective Date and the ownership of the Sale Equity shall pass to the Purchaser on
the Closing Date.
6.2. The effective date of the Property Disposal will be the Registration Date.
7. SUSPENSIVE CONDITIONS
7.1. The Agriplas Disposal is subject to the fulfilment or waiver (if applicable) of
suspensive conditions suitable for a transaction of this nature, which include the
following material suspensive conditions:
7.1.1. on or before 31 January 2026, or such later date as agreed to between the parties,
the Competition Commission and/or Competition Tribunal, as the case may be, has
in writing, either unconditionally approved the Agriplas Disposal or subject to
conditions acceptable to the parties;
7.1.2. on or before the 5th (fifth) business day after signature date the respective board of
directors of the Purchaser and the Sellers having authorised the respective parties
to conclude and implement the various transaction agreements; and
7.1.3. on or before the 1st (first) business day after the fulfilment of the suspensive
conditions in paragraphs 7.1.1 to 7.1.2:
7.1.3.1. the relevant transaction agreements becoming unconditional; and
7.1.3.2. the conveyancer (as defined in the Property Sale Agreement) confirms in writing
that Agrimark (as seller of the Property) has signed all necessary transfer
documentation and paid all amounts due by Agrimark as is required to effect the
transfer of the Property to Agriplas as soon as possible after the Closing Date.
7.2. The Property Disposal is subject to the fulfilment or waiver (if applicable) of the
outstanding suspensive condition that on or before 31 January 2026, or such later
date as the parties may agree in writing, the Agriplas Sale Agreement becomes
unconditional.
8. SIGNIFICANT TERMS OF THE AGRIPLAS SALE AGREEMENT AND THE PROPERTY SALE AGREEMENT
8.1. The Agriplas Sale Agreement and the Property Sale Agreement contains warranties
and indemnities suitable for transactions of their nature.
8.2. In terms of the Agriplas Sale Agreement, the Sellers undertake to not, and subject to
reasonable exceptions, for a period of 2 (two) years from the Effective Date, directly
or indirectly, engage or invest in any business within each magisterial district in the
Republic of South Africa that manufactures or sells the products manufactured by
Agriplas in the ordinary course of business, as at the signature date and/or the
Effective Date, nor may they solicit any customer of Agriplas which, in the 12 (twelve)
months prior to the Effective Date, had been actively solicited by Agriplas as a
potential client or any person who was employed by Agriplas at the Effective Date.
9. FINANCIAL INFORMATION
9.1. In terms of the latest unaudited condensed consolidated interim financial statements
of the Group for the six months ended 31 March 2025, the net asset value of Agriplas
(including the Sale Claims) amounted to R71 771 345 (seventy-one million seven
hundred and seventy-one thousand three hundred and forty-five Rand) and the
attributable profit after tax of Agriplas amounted to R7 761 936 (seven million seven
hundred and sixty-one thousand nine hundred and thirty-six Rand).
9.2. In terms of the latest unaudited condensed consolidated interim financial statements
of the Group for the six months ended 31 March 2025, the net asset value of the
Property amounted to R15 502 105 (fifteen million five hundred and two thousand
one hundred and five Rand) and the attributable profit after tax of the letting
enterprise, excluding any inter-group rental charged to Agriplas amounted to
R401 353 (four hundred and one thousand three hundred and fifty-three Rand).
10. CLASSIFICATION OF THE DISPOSALS
The Disposals, aggregated for purposes of categorisation in terms of the Listings
Requirements, constitute a category 2 (two) transaction.
Paarl
22 September 2025
Transaction Advisor and Transaction Sponsor
Valeo Capital (Pty) Ltd
Legal Advisor
Andersen South Africa
Sponsor
PSG Capital
Date: 22-09-2025 04:40:00
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