MC-4939

**Outlook Message ID:** `AAkALgAAAAAAHYQDEapmEc2byACqAC-EWg0A79prnwa9QEuY4jHjnpAstQAFI5GGQwAA` **Open in Outlook:** https://outlook.office365.com/owa/?ItemID=AAkALgAAAAAAHYQDEapmEc2byACqAC%2FEWg0A79prnwa9QEuY4jHjnpAstQAFI5GGQwAA&exvsurl=1&viewmodel=ReadMessageItem **From:** Rachel Kelly <Rachel.Kelly@cdhlegal.com> **To:** Pieter Richards <prichards@safair.co.za>, Stephan Spamer <Stephan.Spamer@cdhlegal.com> **CC:** Elmar Conradie <econradie@safair.co.za> **Subject:** RE: Project Heron - Elysium **Date:** 2026-06-10 17:10 UTC **Attachments:** Yes (see download paths below) --- **EMAIL BODY:** Hi Pieter, I've had a look through the MOI and SHA (including your changes) and made a couple of minor amendments but, by and large, am happy. I also agree with all the proposed changes that you made. ENS also seem to have largely accepted the changes we proposed to these docs (I didn't see major push-backs)? Obviously we need to look at the revised PSSA before we can finalise comments on these two docs but I think we are close. The one outstanding issue (and we may need to have a call on this) is the restraints (which we deleted from the SHA and which ENS haven't reinstated but there is a comment that we need to discuss them). I'm not keen for the restraints to be in the SHA because there is a universe in which you (and any of the "management" subscribers) could resign from Safair but continue to hold your shares in the structure (and this seems to be a gap that ENS haven't thought about or maybe they are not concerned with it). In any case, any restraint should start ticking from the date you resign from Safair – not the date you cease to be a shareholder. What's important from H's perspective is your continued employment with Safair, not so much your shareholding relationship to the company. So the restraints (fair, reasonable and balanced) would be better in your revised employment contracts. Having said that, Steph made the valid point – why should you guys have to sign revised employment contracts (unless there is some major benefit). So if your current employment agreements don't contain restraints, or contain restraints H aren't happy with, we could look to amend those rather than entering an entirely new employment agreement. Unless to do so works in your favour. So a bit to think about around that! But otherwise I think we are close. Thanks and regards, Rachel (Prior in thread: Rachel said MOI/SHA/PSSA docs coming back in a day or two; finishing docs for the excon application to SARB; funds flow draft to follow.) --- **ACTION REQUIRED (Elmar — CC):** Project Heron / Elysium deal docs. Elmar is CC but the open issue touches him directly as a "management" subscriber: the **restraint clauses** — whether they live in the SHA or in revised employment contracts, and whether to amend existing employment agreements vs sign new ones. Rachel flags a call may be needed. Review attachments (MOI/SHA marked-up), form a view on restraint placement before the call. Pieter Richards leads response. *** **Correct me:** open this ticket in MC and use the Life Manager feedback buttons (Not important / Noisy sender / Noisy subject / Always surface / Wrong class / Done), or Telegram Luci: 'ignore like MC-XXXX', 'always surface MC-XXXX', 'noisy sender MC-XXXX', 'noisy subject MC-XXXX', or 'wrong MC-XXXX'. Rules write to ~/workspace/data/life-manager/config.yaml; safety keywords (safety/incident/urgent/safair/casa/sacaa/legal/d4h/etc.) block silence rules unless --force.