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Distribution Of Offer Circular Relating To The Firm Intention By Sekunjalo Investment Holdings Proprietary Limited
AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
("AYO" or "the Company")
DISTRIBUTION OF OFFER CIRCULAR RELATING TO THE FIRM INTENTION BY SEKUNJALO
INVESTMENT HOLDINGS PROPRIETARY LIMITED ("SEKUNJALO") AND NOTICE OF GENERAL
MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 15 May 2025 as well as the
subsequent update released on 18 June 2025, wherein Shareholders were advised that AYO
received a Firm Intention Letter from Sekunjalo, confirming its intention to make an offer to all
"Eligible Shareholders", being all Shareholders other than Sekunjalo and its Concert Parties, to
acquire the 155 322 853 Offer Shares, for a cash consideration of 52 cents per Share, equalling a
total Offer Consideration of R80 772 531, in accordance with the provisions of section 117(1)(c)(v)
of the Companies Act and paragraphs 1.15 and 1.16 the Listings Requirements of the JSE.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are hereby advised that a circular containing full details of the Disposal and
incorporating, inter alia, a notice convening a general meeting of Shareholders ("General
Meeting") ("Circular"), has been distributed to Shareholders today, 30 July 2025.
Copies of the Circular may be obtained during normal business hours from the registered office of
AYO and from the office of Vunani Sponsors, whose addresses are set out in the "Corporate
Information and Advisors" section of the Circular. The Circular is also available on AYO'S website
at https://ayotsl.com/wp-content/uploads/2025/07/AYO-Distribution-of-circular-and-Notice-of-
General-Meeting.pdf.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting will be held at 10:00 on Friday, 29 August 2025 to
be conducted by and accessible to Shareholders, through electronic communication as envisaged
in section 63(2)(a) of the Companies Act, the JSE Listings Requirements and clause 21 of the
memorandum of incorporation of the Company, in order to consider and, if deemed fit, approve
with or without modification, the resolution set out in the Notice of General Meeting.
Shareholders are referred to the section commencing on page 5 of the Circular entitled "Action
required by AYO Shareholders" which sets out the details regarding electronic participation at the
General Meeting.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out the salient dates and times in relation to
the Offer.
Capitalised terms set out in paragraph 6 that are not otherwise defined, bear the meanings
ascribed to them in the Circular.
Last Practicable date
Wednesday, 23 July 2025
Record date to receive the Circular
Thursday, 24 July 2025
Publication of Circular announcement on SENS
Wednesday, 30 July 2025
Circular to be posted to Shareholders
Wednesday, 30 July 2025
Offer opens at 9:00am
Thursday, 31 July 2025
Last day to trade in order to be eligible to vote at the General
Meeting Tuesday, 19 August 2025
Voting record date to be eligible to participate in and vote at
the General Meeting by 5:00pm Friday, 22 August 2025
For administrative purposes, forms of proxy to be lodged at the
transfer secretary by 10:00am Wednesday, 27 August 2025
General Meeting to be held at 10:00am
Friday, 29 August 2025
Results Announcement published on SENS by 2:00pm
Friday, 29 August 2025
Results Announcement published on press on or about
Monday, 01 September 2025
Compliance certificate application to the TRP
Wednesday, 03 September 2025
Anticipated receipt of the TRP compliance certificate Wednesday, 10 September 2025
Finalisation date by 11:00am
Monday, 15 September 2025
Last day to trade
Monday, 22 September 2025
Suspension of listing from the main board of the JSE at
commencement of trading Tuesday, 23 September 2025
Offer closes at 12:00pm
Friday, 26 September 2025
Offer record date, being the time and date on which Issuer
shareholders must be recorded in the register to receive the Friday, 26 September 2025
Offer Consideration, which is expected to be by 5:00pm
Payment Date
Monday, 29 September 2025
Termination of Listing
Tuesday, 30 September 2025
Notes:
1. All times referred to in this Circular are references to South African Standard Time.
2. The dates and times set out in the table above are subject to amendment. Any such amendment
will be released on SENS.
3. If the General Meeting is adjourned or postponed, Forms of Proxy 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 Form of Proxy.
4. Shareholders are reminded that Shares can only be traded in dematerialised form.
5. The Register will be closed between the Last Day to Trade to be entitled to participate, and vote at
the General Meeting and the General Meeting record date.
6. Shares may not be rematerialized or dematerialised after the Offer Last Day to Trade.
7. Eligible Shareholders are requested to deposit Forms of Proxy at the office of the Transfer
Secretaries, JSE Investor Services, Fifth Floor, One Exchange Square, 2 Gwen Lane, Sandown,
2196 or by post to PO Box 4844, Johannesburg, 2000 (at their own risk), or via email to
meetfax@jseinvestorservices.co.za, by no later than 10:00am on Wednesday, 27 August 2025, for
administrative purposes. Any Forms of Proxy not delivered by this time may be forwarded to the
Transfer Secretaries at any time prior to the commencement of voting on any Resolutions proposed
at the General Meeting.
5. RESPONSIBILITY STATEMENTS
Sekunjalo, accepts responsibility for the information contained in this announcement to the extent
that it relates to Sekunjalo. To the best of their knowledge and belief, such information contained in
this announcement is true and nothing has been omitted which is likely to affect the importance of
such information.
The Board accepts responsibility for the information contained in this announcement for the
accuracy of information related to AYO. To the best of their knowledge and belief, such information
contained in this announcement is true and nothing has been omitted which is likely to affect the
importance of such information.
The Independent Board accepts responsibility for the information contained in this announcement.
To the best of their knowledge and belief, such information contained in this announcement is true
and nothing has been omitted which is likely to affect the importance of such information.
Cape Town
30 July 2025
JSE Sponsor:
Vunani Sponsors
Legal Adviser:
Hanekom Attorneys
Transaction Advisors
Vunani Corporate Finance
Independent Expert:
Exchange Sponsors
Date: 30-07-2025 05:38:00
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.
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