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Posting 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 Code: ZAE000060703
(“Afdawn” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders of Afdawn are referred to the announcements released
by the Company on SENS on 7 December 2015, 22 January 2016 and 28
June 2016 relating to the proposed disposal by Afdawn of its 100%
shareholding in Elite Group Proprietary Limited, African Dawn
Property Transfer Finance 1 Proprietary Limited and African Dawn
Property Transfer Finance 2 Proprietary Limited, currently wholly-
owned subsidiaries of Afdawn, to Dzothe Finance Solutions
Proprietary Limited (“Elite Transaction”), and to the announcement
dated 11 April 2016 relating to the disposal by Candlestick Park
Investments Proprietary Limited, a wholly owned subsidiary of
Afdawn, of the rental enterprise as a going concern to SJJMC
Property Proprietary Limited (“Candlestick
Transaction”)(collectively referred to as “the Transactions”).
1.2. Shareholders are further advised of the proposed consolidation of
the Company’s ordinary share capital on a 40 to 1 basis
(“Consolidation”).
1.3. The Elite Transaction and the Candlestick Transaction both
constitute Category 1 transactions in terms of the JSE Listings
Requirements, requiring shareholder approval.
1.4. Although the Transactions are independent and not inter-
conditional, in terms of section 112 of the Companies Act, No. 71
of 2008 (“the Act”), the Transactions may be deemed to be a disposal
by Afdawn of all or the greater part of its assets or undertaking
and, accordingly, may constitute an “affected transaction” as
defined in section 117(1)(c) of the Act. To the extent that the
Transactions are deemed to be an “affected transaction”, the
Transactions are regulated by the Act, the Companies Regulations
and the Takeover Regulation Panel and therefore require shareholder
approval by way of a special resolution.
2. DISTRIBUTION OF CIRCULAR
2.1. Shareholders are advised that a circular detailing the Transactions
and the Consolidation, will be distributed to shareholders today,
16 September 2016 (“Circular”). The Circular incorporates a notice
convening a general meeting of shareholders (“General Meeting”) for
purposes of considering and approving the Transactions, the
Consolidation and related matters.
2.2. The Circular will also be available on the Company’s website at
www.afdawn.co.za. In addition, copies of the Circular will be
available for inspection, in English only, during normal business
hours from 16 September 2016 until 17 October 2016 (both days
inclusive) at the registered office of the Company at 202 Waterfront
Terraces, Waterfront Road, Bellville, at the offices of Afdawn’s
sponsor and corporate advisor, PSG Capital Proprietary Limited, at
1st Floor, Ou Kollege, Stellenbosch and 1st Floor, Building 8,
Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley,
Sandton, and the transfer secretaries, Computershare Investor
Services Proprietary Limited, at Ground Floor, 70 Marshall Street,
Johannesburg.
3. SALIENT DATES AND TIMES OF THE CONSOLIDATION
The salient dates and times of the Consolidation are as follows:
Date
2016
Last day to trade in existing shares on the JSE Monday, 12 December
prior to the Consolidation
Trading in consolidated shares under the new ISIN Tuesday, 13 December
ZAE000223194 commences on
Announcement regarding allocation payments for Wednesday, 14 December
fractions of shares released on SENS on
Record date for the Consolidation at the close of Thursday, 15 December
business on
Dematerialised shareholders will have their Monday, 19 December
accounts at their CSDP or broker updated and receive
fraction allocation payments on
Date of issue of new replacement share certificates, Monday, 19 December
provided that the old share certificates have been
lodged by 12:00 on Thursday, 15 December 2016, on
or about (share certificates received after this
time will be posted within 5 business days of
receipt)
Notes:
1. All times quoted in the Circular are local South African times.
2. No dematerialisation or rematerialisation of shares may take
place after Monday, 12 December 2016.
3. Shares in consolidated form may be dematerialised or
rematerialised from Monday, 19 December 2016.
4. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of shareholders
will be held at 09h00 on Tuesday, 18 October 2016, in the boardroom
at African Dawn Capital Limited, 202 Waterfront Terraces,
Waterfront Road, Bellville, at which General Meeting Afdawn
shareholders will be requested to consider and, if deemed fit, to
pass the resolutions set out in the notice of General Meeting, as
included in the Circular.
16 September 2016
Cape Town
Sponsor and Corporate Advisor
PSG Capital Proprietary Limited
Date: 16/09/2016 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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