AFRICAN DAWN CAPITAL LIMITED - Disposal of Interest in SME Snapshot Proprietary Limited

Disposal of Interest in SME Snapshot Proprietary Limited

AFRICAN DAWN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/020520/06)
Share code: ADW
ISIN Code: ZAE000060703
(“Afdawn” or “the Company”)

DISPOSAL OF INTEREST IN SME SNAPSHOT PROPRIETARY LIMITED

1.    INRODUCTION

1.1     Shareholders of Afdawn are referred to the announcement released by
        the Company on SENS on 28 August 2017 relating to the acquisition by
        YueDiligence Proprietary Limited, a wholly owned subsidiary of the
        Company (“YueDiligence”) of 100% of the issued share capital of and
        shareholder loan claim of R350 000 against SME Snapshot Proprietary
        Limited (“SME Snapshot”) (together the “SME Snapshot Equity”) from
        Phezulu   Group  Close   Corporation   (“Seller”)   for   a  purchase
        consideration   of    R350 000   (“Purchase    Consideration”)   (the
        “Transaction”).

1.2     The Purchase Consideration was settled by the issue of 18 ordinary
        shares in YueDiligence (“YueDiligence Shares”) to the Seller which
        constitutes 15% of the issued share capital of YueDiligence after such
        issue.

1.3     Shareholders are hereby advised that on 22 May 2018, the Company and
        YueDiligence entered into a further sale and settlement agreement
        (“Agreement”) with SME Snapshot, the Seller and Tyronne Clinton Nel,
        in terms of which the parties agree to unwind the Transaction through
        the disposal by the Seller of the YueDiligence Shares to YueDiligence
        and the disposal by YueDiligence of the SME Snapshot Equity to the
        Seller (“Disposal”).

2.    RATIONALE FOR THE DISPOSAL

      As a result of the Disposal, YueDiligence will not be required to develop
      and roll out the product offerings of SME Snapshot. The Disposal will
      enable YueDiligence to focus solely on the roll out of its interactive
      web-based Gap Analysis Tool as a product offering to entrepreneurs,
      funders and consultants to assist them to identify growth gaps and help
      create sustainable entities that will attract funding for growth.

3.    THE BUSINESS OF SME SNAPSHOT

      SME Snapshot is in the business of developing interactive web-based
      dashboards that provide entrepreneurs, investors and service providers
      with access to real time business, financial and benchmarking
      analytics.

4.    PURCHASE CONSIDERATION

4.1     In consideration for the YueDiligence Shares, YueDiligence shall sell,
        cede and transfer the SME Snapshot Equity to the Seller.

4.2     The agreed deemed value of the YueDiligence Shares is equivalent to
        the agreed deemed aggregate value of the SME Snapshot Equity, being
        R350 000.

4.3     The YueDiligence Shares shall be cancelled once transferred to
        YueDiligence.

5.    CONDITIONS PRECEDENT

      The Disposal is not subject to any outstanding conditions precedent.

6.    EFFECTIVE DATE OF THE DISPOSAL

      The contractual effective date of the Disposal is 1 March 2018.

7.    FINANCIAL INFORMATION

7.1    The value of SME Snapshot’s negative net assets as at 28 February
       2017, being the date of its last annual financial statements, amounts
       to R12 243.

7.2    The loss after tax attributable to SME Snapshot for its financial year
       ended 28 February 2017 was R12 243, as per its annual financial
       statements for the year ended 28 February 2017.

7.3    The annual financial statements of SME Snapshot were not audited but
       have been approved by the directors of SME Snapshot. Afdawn is
       satisfied with the quality of the annual financial statements of SME
       Snapshot, however, shareholders are warned that they are unaudited
       management accounts.

8.    CATEGORISATION

      The Disposal qualifies as a category 2 transaction for Afdawn in terms
      of the JSE Listings Requirements.

Johannesburg
22 May 2017

Designated Advisor
PSG Capital Proprietary Limited

Date: 22/05/2018 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.