AFRICAN DAWN CAPITAL LIMITED - Acquisition Of Interest In SME Snapshot Proprietary Limited

Acquisition Of Interest In SME Snapshot Proprietary Limited

African Dawn Capital Limited
Incorporated in the Republic of South Africa
(Registration Number: 1998/020520/06)
JSE share code: ADW
ISIN: ZAE000223194
(“Afdawn”)

ACQUISITION OF INTEREST IN SME SNAPSHOT PROPRIETARY LIMITED

1.     THE ACQUISITION

       Shareholders   are   hereby    advised   that  Yuediligence
       Proprietary Limited (“Company”), a wholly owned subsidiary
       of Afdawn has entered into an agreement, in terms of which
       the Company will acquire 100% of the issued share capital
       (“Sale Shares”) of and shareholder loan claim of R350 000
       (“Sale Claims”) against SME Snapshot Proprietary Limited
       (“SME Snapshot”) from Phezulu Group Close Corporation
       (“Seller”)(“Agreement”),    on   the   salient  terms   and
       conditions set out in the below (“Acquisition”).

2.     RATIONALE FOR THE ACQUISITION

       The ultimate strategy of the Company is to build a
       diversified FinTech analytics platform business. The
       intergration of its business and products with SME Snapshot
       will a be the first step to achieve this goal.

3.     EFFECTIVE DATE

       The Acquisition became effective on 16 August 2017
       (“Effective Date”).

4.     PURCHASE CONSIDERATION

4.1.     The total purchase consideration payable by the Company
         for the Sale Shares and Sales Claims is an amount of
         R350 000 (“Initial Purchase Consideration”).

4.2.     The Initial Purchase Consideration will be settled by
         the issue of 18 ordinary shares in the Company which
         shall constitute 15% of the issued share capital of the
         Company after issue.
4.3.     To the extent that SME Snapshot achieve a turnover of
         R500 000 within 18 months of the Effective Date the
         Initial Purchase Consideration will be increased with an
         additional R250 000.00 (“Adjusted Purchase
         Consideration”).

4.4.     The Adjusted Purchase Consideration will be settled by
         the issue of 23 ordinary shares in the Company which
         shall constitute an additional 14% of the entire share
         capital of the Company after issue.

5.     CONDITIONS PRECEDENT

       The Acquisition is not subject to any outstanding
       conditions precedent.


6.     FINANCIAL INFORMATION

       The value of SME Snapshot’s negative net assets amounts
       to R12 243, while the attributable loss after tax amounts
       to R12 243 for SME Snapshot’s most recent financial year
       ended 28 February 2017 .

7.     OTHER RELEVANT INFORMATION

       The Seller has provided warranties to the Company that are
       standard for a transaction of this nature.

8.     CATEGORISATION

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

Johannesburg
28 August 2017

Corporate Adviser and Sponsor
PSG Capital

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