Werda Operations Holdings (Pty) Ltd · Section 42 / 24BA
B Share Valuation Comparison
Independent Flemington Advisors valuations of the 15 B Ordinary Shares issued to Elmar & Nicolette Conradie — effective 11 December 2025
Valuer: Flemington Advisors (Pty) Ltd
Effective date: 11 Dec 2025
Test: s24BA(3) value-mismatch
MOI restriction: B Share value capped to asset market value
Provenance & integrity. Reports received from Stephan Spamer (CDH) by email
“Valuation Reports | E & N Conradie”, 20 May 2026 (“keep these reports with the s42 exchange transaction pack”).
Both attachments are SHA-256 identical to the copies already filed in the December 2025 execution packs —
i.e. the final signed reports match the figures used in the executed Asset-for-Share agreements, with no version changes.
E Conradie 353008da…d2fa7 · N Conradie 592892f5…e7e7
Elmar J Conradie
15 B Shares — two tranches
Tranche 1 (14 shares) — assetsR84,372,590.80
Tranche 2 (1 share) — subscriptionR9,790,258.00
Total assets in / share value outR94,162,848.80
✓ No s24BA(3) mismatch
Nicolette Conradie
15 B Shares — single transfer
Loan cession — ENC Family TrustR1,165,775.00
Loan cession — YellownickelR14,129,332.69
Total assets in / share value outR15,295,107.69
✓ No s24BA(3) mismatch
Elmar — Tranche 1 asset breakdown
| Asset transferred in consideration for 14 B Shares | Market value (R) |
|---|
| PSG Securities Portfolio | 31,577,028.83 |
| PSG Wealth Creator Fund of Funds | 22,354,523.17 |
| PSG Wealth Preserver Fund of Funds | 17,428,224.08 |
| Peregrine High Growth Retail Hedge Fund (7,946.27 units) | 1,733,652.57 |
| Peregrine Pure Hedge Retail Hedge Fund (10,317.12 units) | 1,681,236.15 |
| Beneficial interests sub-total | 74,774,664.80 |
| Loan cession — ENC Family Trust | 3,597,926.00 |
| Loan cession — IEGT | 6,000,000.00 |
| Tranche 1 total assets ✓ casts | 84,372,590.80 |
Tranche 2: 1 B Share for R9,790,258.00 subscription — settled by R8,000,000.00 cash + R1,790,258.00 loan set-off (Werda Ops → Conradie). Concluded equal to the share’s market value; no value shifting under the Eighth Schedule.
Nicolette — asset breakdown
| Asset transferred in consideration for 15 B Shares | Market value (R) |
|---|
| Loan cession — ENC Family Trust | 1,165,775.00 |
| Loan cession — Yellownickel (Pty) Ltd | 14,129,332.69 |
| Total assets ✓ casts | 15,295,107.69 |
Side-by-side
| Item | Elmar | Nicolette |
|---|
| B Shares issued | 15 | 15 |
| Structure | 2 tranches | single transfer |
| Asset type | portfolios + loans + cash | loan cessions only |
| Assets in (market value) | 94,162,848.80 | 15,295,107.69 |
| B Share value out (capped to assets) | 94,162,848.80 | 15,295,107.69 |
| s24BA(3) excess (in − out) | 0.00 | 0.00 |
Three-way reconciliation — spreadsheet vs agreement vs valuation
Sources: our E_Conradie_Asset_for_Share_Schedule.xlsx (sent to CDH 22 Jan 2026) and the official PSG / Peregrine statements; the executed Asset-for-Share agreements (loan amounts hard-coded in the clauses; market value carried by reference to the Flemington report annexed as Annexure A); and the Flemington reports themselves.
| Elmar — asset leg | Our spreadsheet | Agreement | Flemington | Match |
|---|
| PSG Securities Portfolio | 31,577,535.00 | 31,577,028.83 | 31,577,028.83 | −506.17 |
| PSG Wealth Creator FoF | 22,354,523.17 | 22,354,523.17 | 22,354,523.17 | ✓ |
| PSG Wealth Preserver FoF | 17,428,224.08 | 17,428,224.08 | 17,428,224.08 | ✓ |
| Peregrine High Growth RIF | 1,733,652.57 | 1,733,652.57 | 1,733,652.57 | ✓ |
| Peregrine Pure Hedge RIF | 1,681,236.15 | 1,681,236.15 | 1,681,236.15 | ✓ |
| Loan cession — ENC Family Trust | 3,597,926.00 | 3,597,926.00 | 3,597,926.00 | ✓ |
| Loan cession — IEGT | 6,000,000.00 | 6,000,000.00 | 6,000,000.00 | ✓ |
| Tranche 2 (cash R8.0m + loan set-off R1,790,258) | 9,790,258.00 | 9,790,258.00 | 9,790,258.00 | ✓ |
| Grand total | 94,163,354.97 | 94,162,848.80 | 94,162,848.80 | −506.17 |
| Nicolette — asset leg | Our spreadsheet | Agreement | Flemington | Match |
|---|
| Loan cession — ENC Family Trust | 1,165,775.00 | 1,165,775.00 | 1,165,775.00 | ✓ |
| Loan cession — Yellownickel | 14,129,332.69 | 14,129,332.69 | 14,129,332.69 | ✓ |
| Total | 15,295,107.69 | 15,295,107.69 | 15,295,107.69 | ✓ |
⚠ One reconciling item — R506.17 on Elmar’s PSG Securities leg.
The official PSG portfolio statement (11 Dec 2025) reads R31,577,535.00 and our schedule used that figure.
Flemington used R31,577,028.83 (R506.17 lower) — and their report foots internally to that figure
(their stated beneficial-interest subtotal of R74,774,664.80 only reconciles with R31,577,028.83, not the PSG statement value).
The executed agreement carries the Flemington figure via Annexure A, so the deal value is R506.17 below the official PSG statement.
Immaterial (0.0005% of R94.2m) and conservative for s24BA (a lower asset value in ⇒ lower share value out, so still no excess).
To validate: ask Flemington / Spamer for the PSG Securities line working, or accept as a price/odd-lot rounding difference.
Conclusion
Both Flemington reports reach the same conclusion: because the Werda Operations Memorandum of Incorporation
restricts the initial market value of each B Share to the exact market value of the assets introduced
for its issue, the value of the shares immediately after issue equals the value of the assets immediately before
disposal. No disparity arises, so no amount is deemed a capital gain or a dividend in specie under
section 24BA(3). The transactions are stated to be concluded at arm’s length.
Caveat carried by both reports: the valuation relies solely on management-provided market values; Flemington
performed no audit or independent verification of the underlying asset values, and does not update for events
after the Effective Date.