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Distribution of Circular and Notice of General Meeting
AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/020520/06)
Share code: ADW
ISIN: ZAE000223194
(“Afdawn” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders of Afdawn (“Shareholders”) are referred to the announcement released by
Afdawn on SENS on 6 August 2018, advising Shareholders that Afdawn entered into a
subscription agreement (“Initial Agreement”) with Arvesco 153 Proprietary Limited
(“Arvesco”), in terms of which Arvesco agreed to subscribe for 26 800 000 ordinary shares
with a par value of 40 cents each in Afdawn’s share capital (“Issue Shares”), which will
constitute 55% of the entire issued share capital of Afdawn after their issue, for cash at an
issue price of 35 cents per Issue Share and for a total issue consideration of R 9.38 million
(“Specific Issue”).
Arvesco and Afdawn entered into the Initial Agreement, in terms of which the principle terms
of the Specific Issue were agreed. Arvesco and Afdawn subsequently entered into a
subscription agreement, dated 3 October 2018, (“Subscription Agreement”) in order to
record the full terms of the Specific Issue.
In part settlement of the issue consideration, Arvesco has provided interim funding to Afdawn
by way of a deposit in the amount of R 400 000, which will be refundable should the Specific
Issue not proceed.
Arvesco is an investment holding company that seeks complimentary financial businesses
that could create value over and above the individual parts. The Specific Issue will enable
Afdawn and Arvesco to utilise the combination of skills and experience within Arvesco and
Afdawn that could lead to diversified, efficient and sustainable growth to the benefit of all
stakeholders of Afdawn.
It is intended that the issue consideration received by Afdawn in terms of the Specific Issue
will be used:
(i) to settle Afdawn and its subsidiaries’ outstanding tax debts with the South African
Revenue Service or any other outstanding liabilities; and/or
(ii) to grow the business of Elite Group Proprietary Limited, a wholly-owned subsidiary of
Afdawn (“Elite”), by funding and serving as capital for the one to six month loan products
(of between R500 and R5 000), offered and advanced to clients of Elite through its 11
branches and call centre.
In terms of paragraph 5.51(g) of the Listings Requirements of the JSE Limited, the Specific
Issue requires the approval by way of an ordinary resolution (requiring at least a 75% majority
of the votes cast in favour of such resolution) by all Shareholders present or represented by
proxy at a general meeting. In addition, in terms of section 41(3) of the Companies Act, No. 71
of 2008 (“Companies Act”), the Specific Issue requires the approval by way of a special
resolution (requiring at least a 75% majority of the votes cast in favour of such resolution) by
all Shareholders present or represented by proxy at a general meeting (referred to collectively
as the “Shareholder Approval”).
Arvesco currently does not hold any of the issued shares of Afdawn and is accordingly not
able to exercise any voting rights in respect of Afdawn. Should, the Specific Issue be
implemented, the issue of the Issue Shares to Arvesco will however result in Arvesco holding
55% of Afdawn’s issued ordinary share capital, triggering the need for a mandatory offer by
Arvesco to the remaining Shareholders in terms of section 123 of the Companies Act
(“Mandatory Offer”), unless same is waived by Shareholders by way of an ordinary resolution
in accordance with the Companies Regulations, 2011, issued under the Companies Act
(“Waiver of the Mandatory Offer”).
The Specific Issue will be subject to the fulfilment of various conditions precedent, including
inter alia the Shareholder Approval being obtained and the requisite majority of Shareholders
approving the Waiver of the Mandatory Offer.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”), detailing the terms of the Specific Issue and the Waiver of the
Mandatory Offer, will be distributed to Shareholders today, Friday, 26 October 2018. The
Circular also incorporates a notice convening a general meeting of Shareholders (“General
Meeting”) for the purpose of considering, and, if deemed fit, passing, with or without
modification, the resolutions contained in such notice.
Notice is hereby given that the General Meeting will be held at 10:00 on Monday,
26 November 2018 at the BDO Offices, 9th Floor, 119 - 123 Hertzog Boulevard, Foreshore,
Cape Town, to consider and, if deemed fit, to pass, with or without modification, the requisite
resolutions required for the approval of the Specific Issue and the Waiver of the Mandatory
Offer.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of Afdawn and from the offices of Afdawn’s sponsor, PSG
Capital, which addresses are set out in the “Corporate Information” section of the Circular,
from today until the date of the General Meeting (both days inclusive). A copy of the Circular
will also be available on the Company’s website at http://afdawn.co.za/index.php/features/circulars.
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the General Meeting, the Specific Issue and the Waiver of the Mandatory Offer.
Date 2018
Record date to be eligible to receive this Circular and the Friday, 19 October
Notice of the General Meeting forming part thereof
Publication of distribution of Circular and Notice of General Friday, 26 October
Meeting announcement on SENS on
Circular, incorporating Notice of General Meeting and Form of Friday, 26 October
Proxy (grey), posted to Shareholders on
Last day to trade Afdawn shares in order to be eligible to vote Tuesday, 13 November
at the General Meeting
Record date to be eligible to vote at the General Meeting Friday, 16 November
For administrative reasons, Forms of Proxy (grey) in respect Thursday, 22 November
of the General Meeting to be lodged at or received via post or
e-mail by the Transfer Secretaries or Company Secretary by
no later than 10:00 on
Form of Proxy (grey) in respect of the General Meeting to be Monday, 26 November
handed to the chairperson of the General Meeting or the
Transfer Secretaries at the General Meeting, at any time
before the proxy exercises any rights of the Shareholder at
the General Meeting on
General Meeting of Shareholders held at 10:00 on Monday, 26 November
Results of the General Meeting released on SENS on Monday, 26 November
Anticipated date of receipt of ruling from the TRP Wednesday, 28 November
Publication of receipt of TRP ruling announcement on SENS Wednesday, 28 November
on
Final date for Shareholders to request the Takeover Special 5 Business Days after the
Committee to review the TRP ruling publication of the receipt
of TRP ruling announcement
Anticipated date of the implementation of the Specific Issue Friday, 7 December
Notes:
1. The above dates and times are subject to change. Any material changes will be released
on SENS.
2. All times quoted in this Circular are local times in South Africa.
3. If the General Meeting is adjourned or postponed, Forms of Proxy (grey) submitted for
the initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting unless the contrary is stated on such Forms of
Proxy.
Johannesburg
26 October 2018
Corporate Adviser and Designated Adviser
PSG Capital
Date: 26/10/2018 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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