NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
For the year ended 31\u00a0December 2024
2.ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY CONTINUED
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY CONTINUED
A.Acquisition of the Ensham Business continued
Understanding of the transaction continued
The co-investors acquired a 25% shareholding in Sungela Holdings as part of the acquisition of the Ensham
Business. The\u00a0portion of the purchase price attributable to the shareholding purchased by the co-investors was
R1,035 million (25%), of which R809 million (20%) was funded through a loan provided by Thungela International
Proprietary Limited (Thungela International) (the loan). The loan is interest-bearing and is repayable 18\u00a0months after
the effective date of the transaction, mainly through distributions received by the co-investors from Sungela Holdings.
The co-investors are required to apply 90% of all distributions they receive from Sungela Holdings to the repayment
of the loan.
The loan is secured by shares owned by the co-investors, representing 20% of the shares of Sungela Holdings in
issue at the acquisition date (the secured shares). Once 50% of the loan has been repaid, 50% of the secured
shares may be released to the co-investors. To the extent that the loan is not repaid by its final repayment date,
some of the secured shares may be called as security by Thungela International. Should the loan not be repaid in
full, and a portion of the secured shares called, the capital amount of the loan will be considered fully repaid, even
if the value of the secured shares called is lower than the value of the outstanding debt at the repayment date, in
which case Thungela International may become the legal owner of the shares called as security. No amount has
been repaid by the co-investors against the loan in the year ended 31\u00a0December 2024.
Understanding of the Ensham Business
The structure of Thungela\u2019s ownership in the Ensham Business is shown in the diagram below. Thungela is
considered to control all of the entities within this structure.
The remaining 15% interests in Ensham Coal Sales and Nogoa Pastoral, as well as 15% of the Ensham Mine, are
held by Bowen.