AFRICAN DAWN CAPITAL LIMITED - Intended dealing in African Dawn Capital Limited shares by associates of directors

Intended dealing in African Dawn Capital Limited shares by associates of directors

African Dawn Capital Limited
Incorporated in the Republic of South Africa
(Registration Number: 1998/020520/06)
JSE share code: ADW
ISIN: ZAE000060703
(“Afdawn” or the “Company")

INTENDED DEALING IN AFRICAN        DAWN   CAPITAL   LIMITED   SHARES   BY
ASSOCIATES OF DIRECTORS

Shareholders are hereby advised that the Afdawn rights offer will
be closing after 28 February 2014 and Afdawn will be entering into
a closed period in anticipation of its financial results for the
year ended 28 February 2014. Accordingly, in compliance with rules
3.63 to 3.74 of the JSE Limited’s Listings Requirements, the
following information relating to the intended dealing in
securities by Afdawn directors pursuant to the associates of
Afdawn directors following their rights entitlement during the
Afdawn rights offer and underwriting of the Afdawn rights offer by
Vaalmac Investments Proprietary Limited, being an associate of a
director, is disclosed:

1.
 NAME OF DIRECTOR                     JS van der Merwe
 STATUS:EXECUTIVE/NON-EXECUTIVE       Non-executive
 TYPE OF SECURITIES                   Shares
 CLASS OF SECURITIES                  Ordinary
 INTENDED DATE OF TRANSACTION         On or about 4 April 2014
 CENTS PER SHARE                      8
 NUMBER OF SECURITIES TRANSACTED      11 428 572 (1)
                                      50 000 000 (2)
TOTAL RAND VALUE OF SECURITIES        R914 285.76 (1)
                                      R4 000 000.00 (2)
NAME OF ASSOCIATE                     Vaal Mac Investments Proprietary
                                      Limited
RELATIONSHIP WITH DIRECTOR            Director is a shareholder and
                                      director of the associate
NATURE OF TRANSACTION                 Subscription for shares pursuant
                                      to following its rights
                                      entitlement (On-market
                                      transaction) (1)
                                      Subscription for shares pursuant
                                      to underwriting and/or specific
                                      issue of a maximum of 50 000 000
                                      rights offer shares (Off-market
                                      transaction) (2)
NATURE AND EXTENT OF INTEREST IN      Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED                    Yes

2.
 NAME OF DIRECTOR                  WJ Groenewald
 STATUS:EXECUTIVE/NON-EXECUTIVE    Executive
 TYPE OF SECURITIES                Shares
 CLASS OF SECURITIES               Ordinary
 INTENDED DATE OF TRANSACTION      On or about 4 April 2014
 CENTS PER SHARE                   8
 NUMBER OF SECURITIES TRANSACTED   24 621 428
 TOTAL RAND VALUE OF SECURITIES    R1 969 714.25
 NAME OF ASSOCIATE                 Shock Proof Investments 20
                                   Proprietary Limited
RELATIONSHIP WITH DIRECTOR         Director is a shareholder and
                                   director of the associate
NATURE OF TRANSACTION              Subscription for shares pursuant
                                   to following its rights
                                   entitlement to a maximum of
                                   24 621 428 rights offer shares
                                   and the placement of 3 750 000
                                   rights offer shares (On-market
                                   transaction)
NATURE AND EXTENT OF INTEREST IN   Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED                 Yes


Johannesburg
28 February 2014

Corporate Adviser and Transaction Designated Adviser
PSG Capital

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