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Declaration announcement and notice of general meeting
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000182440
(“ConvergeNet” or the “Company”)
DECLARATION ANNOUNCEMENT AND NOTICE OF GENERAL MEETING
Shareholders are referred to the announcement released on SENS on 8 September 2014 and published in the press on
9 September 2014 (the “Terms Announcement”) and the further announcement released on SENS on 27 October 2014 and
published in the press on 28 October 2014 (the “Further Announcement”) regarding, inter alia:
- the transfer of the Company’s listing to the “Investments Companies” sub-sector of the securities exchange
operated by the JSE Limited (“JSE”) (the “Sector Transfer”);
- the disposal of 100% of ConvergeNet’s interest in Andrews Kit Proprietary Limited, trading as Contract
Kitting and Structured Connectivity Solutions Proprietary Limited;
- the acquisition of the following strategic equity interests:
- 30% of Tellumat Proprietary Limited;
- 19.26% of Digicore Holdings Limited;
- an additional 30.32% of Mine Restoration Investments Limited; and
- an additional 21.77% of Goliath Gold Mining Limited;
- a specific issue of shares for cash; and
- a change of name.
Shareholders are hereby advised of the final terms of the aforementioned transactions.
All terms defined in the Terms Announcement and Further Announcement shall bear the same meaning in this
announcement.
1. THE SECTOR TRANSFER
1.1 On 15 December 2014 the JSE approved ConvergeNet’s application for the transfer of the Company’s listing
from the “Computer Services” sub-sector to the “Investment Companies” sub-sector of the JSE.
1.2 The Manco has irrevocably agreed to acquire issued ordinary shares in the Company from ASOF (26 285 489
shares for a total consideration of R52 570 978, constituting 9.29% of the total ordinary issued shares of
the Company) and Citygate Securities Limited (2 500 000 shares for a total consideration of R5 000 000
constituting 0.88% of the total ordinary issued shares of the Company) at a purchase consideration of R2.00
per share with effect from 30 January 2015, subject to the Transactions being approved by the requisite
majorities of shareholders at the general meeting, as referred in paragraph 9 below. Following the
conclusion of the aforementioned acquisition, the Manco will hold 10.17% of the issued ordinary shares of
the Company. Shareholders are advised that the listing of Stellar Capital Partners Limited (as referred in
paragraph 5 below) (“Stellar Capital Partners”) pursuant to the Transactions is dependent on (i) the Manco
holding at least 10% in the issued ordinary share capital of Stellar Capital Partners and (ii) the
appointment of a full time CFO and CEO by no later than 31 January 2015.
2. RELATED PARTY TRANSACTIONS
As stated in the Terms Announcement and the Further Announcement, the MRI Acquisition and the Goliath
Gold Acquisition are regarded as Category 1 transactions in terms of the Listings Requirements. In
addition, ASOF is a related party of ConvergeNet as defined in the Listings Requirements. Accordingly,
the proposed acquisitions by ConvergeNet of 29.78% of MRI and 4.99% of Goliath Gold from ASOF are
categorised as related party transactions and require fairness opinions by an independent expert (the
“Independent Expert”). The Board appointed BDO Corporate Finance Proprietary as the Independent Expert
to determine whether the terms and conditions of the aforementioned acquisitions are fair to
shareholders. The Independent Expert has considered the terms and conditions of the aforementioned
acquisitions, and is of the opinion that such terms and conditions are fair to shareholders on the basis
set out in their fairness opinions included in the circular referred to in paragraph 9 below.
3. EXTENSION OF DATES FOR FULFILMENT OF CONDITIONS PRECEDENTS
Shareholders are advised that the dates for the fulfilment of the conditions precedent to (i) the
Disposals, Tellumat Acquisition and Private Placement and (ii) the Digicore Acquisition, MRI Acquisition
and Goliath Gold Acquisition have been extended to 28 February 2015 and 31 March 2015, respectively.
4. THE PRIVATE PLACEMENT
The Board is pleased to announce that the Private Placement has been fully subscribed. The balance of the
Private Placement at the date of the Terms Announcement has been subscribed for by the following investors:
4.1 5 495 000 new ConvergeNet shares for a total consideration of R10 990 000 to Investec Wealth and
Investment (c/o Investec Securities Proprietary Limited) (a new investor and a public shareholder as
defined in the Listings Requirements) pursuant to a subscription agreement dated 2 October 2014;
4.2 14 995 000 new ConvergeNet shares for a total consideration of R29 990 000 to Nedgroup Private
Wealth Stockbrokers Proprietary Limited (an existing but public ConvergeNet shareholder as defined in
the Listings Requirements) pursuant to a subscription agreement dated 2 October 2014;
4.3 2 100 000 new ConvergeNet shares for a total consideration of R4 200 000 to NGI Private Wealth Small
and Mid-Cap Equity Fund (a new investor and a public shareholder as defined in the Listings
Requirements) pursuant to a subscription agreement dated 2 October 2014;
4.4 1 125 000 new ConvergeNet shares for a total consideration of R2 250 000 to Vunani Capital
Proprietary Limited (a new investor and a public shareholder as defined in the Listings Requirements)
pursuant to a subscription agreement dated 2 October 2014;
4.5 5 000 new ConvergeNet shares for a total consideration of R10 000 to the Glacier Preservation Fund (a
new investor and a public shareholder as defined in the Listings Requirements) pursuant to a
subscription agreement dated 2 October 2014;
4.6 200 000 new ConvergeNet shares for a total consideration of R400 000 to Maxshell Investments 127
Proprietary Limited (an existing but public ConvergeNet shareholder as defined in the Listings
Requirements) pursuant to a subscription agreement dated 2 October 2014;
4.7 1 650 000 new ConvergeNet shares for a total consideration of R3 300 000 to Barmont Nominees
Proprietary Limited (a new investor and a public shareholder as defined in the Listings Requirements)
pursuant to a subscription agreement dated 8 October 2014;
4.8 1 130 000 new ConvergeNet shares for a total consideration of R2 260 000 to Speedwell Trust (a new
investor and a public shareholder as defined in the Listings Requirements) pursuant to a subscription
agreement dated 13 November 2014;
4.9 500 000 new ConvergeNet shares for a total consideration of R1 000 000 to Titan Premier Investments
Proprietary Limited (an existing ConvergeNet shareholder but a public shareholder as defined in the
Listings Requirements) pursuant to an agreement dated 5 September 2014;
4.10 250 000 new ConvergeNet shares for a total consideration of R500 000 to Lavender Sky Investments 40
Proprietary Limited (a new investor and a public shareholder as defined in the Listings Requirements)
pursuant to an agreement dated 5 September 2014; and
4.11 250 000 new ConvergeNet shares for a total consideration of R500 000 to Thunder Capital Proprietary
Limited (a non-public shareholder as defined in the Listings Requirements due to Mr PJ van Zyl being
a director of this company) pursuant to an agreement dated 5 September 2014.
5. THE NAME CHANGE
Following the Board’s proposal to change the Company’s name to “CQ Capital Partners Limited”, as referred
in the Terms Announcement, the Board has subsequently resolved to propose that the Company changes its name
to “Stellar Capital Partners Limited”. ConvergeNet has reserved the name “Stellar Capital Partners
Limited” with the Companies and Intellectual Property Commission in accordance with section 12 of the
Companies Act.
6. UPDATED PRO FORMA FINANCIAL EFFECTS
6.1 The table below sets out the updated pro forma financial effects of the Transactions on ConvergeNet.
6.2 The pro forma consolidated statement of comprehensive income for the twelve month period ended 31 August
2014 and pro forma consolidated statement of financial position at 31 August 2014 have been prepared for
illustrative purposes only, based on current information available to management, in order to provide
information about the financial results and position of the Company. Due to its nature, the pro forma
financial information may not fairly present the Company’s financial position, changes in equity and
results of operations or cash flows after the Transactions, and are based on the assumptions that:
- for the purpose of calculating earnings per share and headline earnings per share, the Transactions were
implemented on 1 September 2013; and
- for the purpose of calculating net asset value per share and net tangible asset value per share, the
Transactions were implemented on 31 August 2014.
6.3 The pro forma financial information has been prepared using the most recent financial period of the Company
for the twelve month period ended 31 August 2014 in terms of the Listings Requirements and guidelines
issued by the South African Institute of Chartered Accountants.
6.4 The accounting policies of ConvergeNet have been used in calculating the pro forma financial effects. Save
for the accounting policy noted below, the accounting policies used are consistent with previous accounting
policies used by ConvergeNet and the accounting policies have been applied on the same basis.
Accounting policy with respect to Investments in Associates:
In accordance with par 18 of IAS 28 “Investments in Associates and Joint Ventures”, the Company does not
account for its investment in associates in the consolidated financial statements using the equity method.
Instead, the Company has elected to measure its investments in these entities at fair value through profit
and loss.
Refer note 1 below for the rationale for adoption of the aforementioned accounting policy.
After SCS
Disposal After
and Goliath After
Contract After MRI Gold Digicore
Kitting Acqui- Acqui- Acqui-
Before Disposal Change sition Change sition Change sition Change
(1) (2) (%) (3) (%) (4) (%) (5) (%)
Basic (loss)/ profit per
ordinary share from
continuing operations
(cents) (2.94) (2.94) 0.00% (2.88) 2.04% (2.79) 5.10% (2.76) 6.12%
Diluted basic (loss) /
profit per ordinary share
from continuing operations
(cents) (2.94) (2.94) 0.00% (2.88) 2.04% (2.79) 5.10% (2.76) 6.12%
Headline (loss) / profit per
ordinary share from
continuing operations
(cents) (2.94) 11.56 493.20% 9.99 439.80% 7.22 345.58% 4.32 246.94%
Diluted headline (loss) /
profit per ordinary share
from continuing operations
(cents) (2.94) 11.56 493.20% 9.99 439.80% 7.22 345.58% 4.32 246.94%
Basic (loss) / profit per
ordinary share from
discontinued operations
(cents) (89.35) (74.86) 16.22% (66.44) 25.64% (51.68) 42.16% (36.58) 59.06%
Diluted basic (loss) /
profit per ordinary share
from discontinued operations
(cents) (89.35) (74.86) 16.22% (66.44) 25.64% (51.68) 42.16% (36.58) 59.06%
Headline (loss) / profit per
ordinary share from
discontinued operations
(cents) (16.23) 2.78 117.13% 2.47 115.22% 1.92 111.83% 1.36 108.38%
Diluted headline (loss) /
profit per ordinary share
from discontinued operations
(cents) (16.23) 2.78 117.13% 2.47 115.22% 1.92 111.83% 1.36 108.38%
Weighted average number of 99,701,84 99,701,84 112,338,1 144,423,0 204,039,0
shares 9 9 0.00% 81 12.67% 52 44.85% 15 104.65%
Diluted weighted average 99,701,84 99,701,84 112,338,1 144,423,0 204,039,0
number of shares 9 9 0.00% 81 12.67% 52 44.85% 15 104.65%
100,946,5 100,946,5 113,582,8 145,667,7 205,283,6
Number of shares in issue 02 02 0.00% 34 12.52% 05 44.30% 68 103.36%
Net asset value per share
(cents) 194.64 194.65 0.01% 195.24 0.31% 196.29 0.85% 197.37 1.40%
Tangible net asset value per
share (cents) 192.99 192.99 0.00% 193.77 0.40% 195.15 1.12% 196.56 1.85%
After share
After share issue in
issue in lieu of
After lieu of private
Private under- placement After all
Placement writing commitment Trans-
(6) Change (%) fees (7) Change (%) fees (8) Change (%) actions Change (%)
Basic (loss)/ profit
per ordinary share from
continuing operations
(cents) 0.73 124.83% 0.73 124.83% 0.73 124.83% 0.73 124.83%
Diluted basic (loss) /
profit per ordinary
share from continuing
operations (cents) 0.73 124.83% 0.73 124.83% 0.73 124.83% 0.73 124.83%
Headline (loss) /
profit per ordinary
share from continuing
operations (cents) 5.91 301.02% 5.88 300.00% 5.86 299.32% 5.86 299.32%
Diluted headline (loss)
/ profit per ordinary
share from continuing
operations (cents) 5.91 301.02% 5.88 300.00% 5.86 299.32% 5.86 299.32%
Basic (loss) / profit
per ordinary share from
discontinued operations
(cents) (26.75) 70.06% (26.61) 70.22% (26.51) 70.33% (26.51) 70.33%
Diluted basic (loss) /
profit per ordinary
share from discontinued
operations (cents) (26.75) 70.06% (26.61) 70.22% (26.51) 70.33% (26.51) 70.33%
Headline (loss) /
profit per ordinary
share from discontinued
operations (cents) 0.99 106.10% 0.99 106.10% 0.99 106.10% 0.99 106.10%
Diluted headline (loss)
/ profit per ordinary 0.99 106.10% 0.99 106.10% 0.99 106.10% 0.99 106.10%
share from discontinued
operations (cents)
Weighted average number
of shares 279,039,015 179.87% 280,424,015 181.26% 281,564,015 182.41% 281,564,015 182.41%
Diluted weighted
average number of
shares 279,039,015 179.87% 280,424,015 181.26% 281,564,015 182.41% 281,564,015 182.41%
Number of shares in
issue 280,283,668 177.66% 281,668,668 179.03% 282,808,668 180.16% 282,808,668 180.16%
Net asset value per
share (cents) 198.08 1.77% 197.10 1.26% 196.31 0.86% 196.31 0.86%
Tangible net asset
value per share (cents) 197.48 2.33% 196.51 1.82% 195.72 1.41% 195.72 1.41%
Notes and assumptions:
1. The amounts set out in the “Before” column have been extracted from the reviewed interim results of the
Company for the twelve months ended 31 August 2014, as published on SENS on 4 December 2014.
Investments in Associates:
IAS 28 Investments in Associates and Joint Ventures par 18 provides that “When an investment in an associate or
a joint venture is held by, or is held indirectly through, an entity that is a venture capital organisation, or
a mutual fund, unit trust and similar entities including investment-linked insurance funds, the entity may
elect to measure investments in those associates and joint ventures at fair value through profit or loss in
accordance with IFRS 9 or where the Company has not yet adopted IFRS 9, in terms of IAS 39 [our addition]”.
As IAS 28 does not provide guidance on which entities qualify as “similar entities” to venture capital
organisations, the Company took guidance from a previous version of IAS 28 wherein it was stated in par BC 12
that –
“The [International Accounting Standards] Board decided not to define further those ‘venture capital
organisations and similar entities’ excluded from the scope of the Standard. Apart from recognising the
difficulties of arriving at a universally applicable definition, the Board did not want inadvertently to
make it difficult for entities to measure investments at fair value. However, the Board decided to clarify
that the reference to ‘similar entities’ in the scope exclusion includes investment-linked insurance funds.”
The board of directors of the Company have additionally considered the key characteristics of a venture capital
organization and are satisfied that:
- Investments will be held by the Company for short-to medium term. The directors do not interpret this
requirement to mean that the Company should speculate in securities to comply with this requirement as it
has been clearly stipulated in paragraph 3.8 of the Circular that the Company will only acquire of dispose
of its investments in accordance with a long-term capital appreciation strategy. The Company, however, does
not intend on holding any of the investments indefinitely which view is supported by its investment strategy
to apply a flexible investment approach relating to the timing and duration of investments;
- The most appropriate point for exit is actively monitored. The Company will actively engage with investee
companies in relation to their corporate activity and other strategic initiatives. It is this inorganic
growth strategy which will differentiate the Company from other trading companies. The board of directors
will actively monitor the performance of all investments and as such elect to exit investments, by way of
implementation of corporate finance strategies, on optimal pricing terms, whether those are attained in the
short or medium term; and
- The investments form part of a portfolio, which will be monitored and managed without distinguishing between
investments that qualify as associates or joint ventures and those that do not.
The directors are comfortable that IAS 28 does not preclude the Company from accounting for investments in
associates and joint ventures at fair value through profit and loss, as the board of directors of the Company
is also satisfied that that the Company will measure and evaluate the performance of substantially all of its
investments on a fair value basis following completion of the Transactions.
The Company will provide investors with fair value information in each set of annual and interim financial
results and will measure substantially all of its investments at fair value in its financial statements
whenever fair value is required or permitted in accordance with IFRSs as summarised above. Further, the
Company will also report fair value information internally to the entity’s key management personnel (as defined
in IAS 24), the board of directors, who will use such fair value as the primary measurement attribute to
evaluate the performance of substantially all of its investments and to make investment decisions. This is
evident from the fair valuation of the investment portfolio which will be conducted on a quarterly basis.
The investments in Tellumat (Associate), MRI (Associate), Goliath Gold (Associate) and Digicore (Investment
designated as at fair value through profit and loss as the Company will not have significant influence over
this investment), as described in notes 2 to 5 below, have therefore been accounted for at fair value in
accordance with IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”) par 14 as follows:
2. The Contract Kitting Disposal and SCS Disposal for a total purchase consideration of R95.119 million and R5
million, respectively, settled by way of the issue of new shares in Tellumat such that after the Contract
Kitting Disposal and SCS Disposal the Company holds 30% of the issued ordinary shares of Tellumat. The
investment in Tellumat has been accounted for at fair value of R100.119 million in terms of IAS 39 par 14.
This implies a valuation of R333.73 million for the combined entity incorporating Tellumat’s existing
business, Contract Kitting and SCS. Transaction costs of R 3 300 000 have been expensed in the statement of
comprehensive income.
3. The acquisition of an additional 30.32% of the issued ordinary shares of MRI by way of issuing 12 636 332
new shares in the Company. The investment in MRI has been accounted for fair value of R25.273 million in
terms of IAS 39 par 14. This implies a valuation of R0.10 per MRI share. Transaction costs of R300 000
have been expensed in the statement of comprehensive income.
4. The acquisition of an additional 21.77% of the issued ordinary shares of Goliath Gold by way of issuing 32
084 871 new shares in the Company. The investment in Goliath Gold has been accounted for at fair value of
R64.17 million in terms of IAS 39 par 14. This implies a valuation of R2.00 per Goliath Gold share.
Transaction costs of R800 000 have been expensed in the statement of comprehensive income.
5. The acquisition of 19.26% of the issued ordinary shares of Digicore by way of issuing 59 615 963 new shares
in the Company. The investment in Digicore has been accounted for at fair value of R119.23 million in
terms of IAS 39 par 14. This implies a valuation of R2.50 per Digicore share. Transaction costs of R1 600
000 have been expensed in the statement of comprehensive income.
6. The issue of 75 000 000 new shares in the Company at R2.00 per share in respect of the Private Placement.
Interest revenue of R7 674 000 has been accounted for in the statement of comprehensive income at an
interest rate of 5% per annum, which represents the return currently earned by the Company on its call
account with First National Bank. Cash will be utilized to acquire further investments and also deployed
towards working capital requirements.
7. The issue of 1 385 000 new shares in the Company to settle underwriting fees in the amount of R2 770 000.
This cost has been accounted for as a deduction from equity, net of any related income tax benefit in terms
of IAS 32 Financial Instruments: Presentation par 35.
8. The issue of 1 140 000 new shares in the Company at R2.00 per share to settle private placement commitment
fees of R2 280 000. This cost has been accounted for as a deduction from equity, net of any related income
tax benefit in terms of IAS 32 Financial Instruments: Presentation par 35.
9. It has been assumed that the Transactions were implemented on 31 August 2014 for purposes of compiling the
statement of financial position and on 1 September 2013 for purposes of compiling the statement of
comprehensive income.
10. Anticipated tax consequences in relation to the Transactions have been taken into account.
11. All adjustments, other than transaction costs described above, will have a continuing effect.
7. SALIENT DATES AND TIMES
The salient dates and times in respect of the Transactions are as follows:
GENERAL MEETING
Record date in order to be eligible to receive the Notice of General
Meeting Friday, 5 December 2014
Declaration data announcement released on SENS on Monday, 15 December 2014
Notice of General Meeting published on SENS on Monday, 15 December 2014
Circular and Notice of General Meeting posted to shareholders on Monday, 15 December 2014
Declaration data announcement published in the press on Wednesday, 17 December 2014
Last date to trade in ConvergeNet shares in order to be recorded in
the register to vote at the General Meeting on 16 January 2015 Friday, 2 January 2015
Voting Record Date by close of trade on Friday, 9 January 2015
Last date to lodge forms of proxy in respect of the General Meeting
by 10:00 on Wednesday, 14 January 2015
Last date and time for shareholders to give notice, in terms of
section 164 of the Companies Act, to ConvergeNet objecting to the
special resolution approving the Contract Kitting Disposal by 10:00
on Friday, 16 January 2015
General Meeting to be held at 10:00 on Friday, 16 January 2015
Results of General Meeting released on SENS on Friday, 16 January 2015
If the Contract Kitting Disposal is approved by shareholders at the
General Meeting:
Last date on which shareholders can make application to the court in
terms of section 115(3) of the Companies Act Friday, 30 January 2015
Last date for ConvergeNet to send objecting shareholders notices of
the adoption of the special resolution approving the Contract
Kitting Disposal, in terms of section 164 of the Companies Act Friday, 30 January 2015
If no shareholders exercise their rights in terms of section 115 of
the Companies Act:
Expected date for receipt of compliance certificate from the TRP Monday, 2 February 2015
Expected finalisation announcement in respect of the Contract
Kitting Disposal released on SENS on Tuesday, 3 February 2015
Expected finalisation announcement in respect of the Contract
Kitting Disposal published in the press on Wednesday, 4 February 2015
NAME CHANGE
Declaration data announcement released on SENS on Monday, 15 December 2014
Declaration data announcement published in the press on Wednesday, 17 December 2014
General Meeting to be held at 10:00 on Friday, 16 January 2015
If the Name Change is approved by shareholders at the General
Meeting:
Special resolutions in respect of the Name Change and amendment to
the Memorandum of Incorporation lodged for registration with CIPC on
or about Monday, 19 January 2014
Expected finalisation announcement in respect of the Name Change
released on SENS on or about Friday, 6 March 2015
Expected finalisation announcement in respect of the Name Change
published in the press on Monday, 9 March 2015
Last day to trade under the old name “ConvergeNet Holdings Limited”
on Friday, 13 March 2015
Name Change effective on the JSE from commencement of trade on Monday, 16 March 2015
ConvergeNet shares trade under the new name “Stellar Capital
Partners Limited” under the JSE share code “SCP”, abbreviated name
“Stellar” and new ISIN code “ZAE000198586” from commencement of
trade on Monday, 16 March 2015
Record date for the Name Change (the “Name Change Record Date”) on Friday, 20 March 2015
New ConvergeNet share certificates, reflecting the Name Change,
posted, by registered post in South Africa, to certificated
shareholders who have surrendered their Documents of Title on or
before 12:00 on the Name Change Record Date (see note 4 below) on or
about Monday, 23 March 2015
ConvergeNet dematerialised shareholders’ accounts at their CSDP or
broker updated with the new name on Monday, 23 March 2015
Notes
1. All times indicated in this Circular are local times in South Africa.
2. The dates and times indicated in the table above are subject to change. Any such changes will be
released on SENS and published in the press.
3. In anticipation of the Name Change, certificated and dematerialised ConvergeNet shares will not be able
to be dematerialised or rematerialised after Friday, 6 March 2015.
4. To be valid, the completed forms of proxy must be lodged with the Transfer Secretaries by no later than
Wednesday, 14 January 2015 at 10:00, alternatively, such forms of proxy may be handed to the company
secretary or chairperson of the Company at the meeting until the commencement of the General Meeting.
8. IRREVOCABLE UNDERTAKINGS
ConvergeNet has received an irrevocable undertaking from Green Tree Investments 301 Proprietary Limited,
which holds 13 233 804 shares (constituting 13.10% of the issued share capital of ConvergeNet), to vote in
favour of the Transactions and related resolutions to be proposed at the General Meeting in respect of its
entire shareholding in ConvergeNet.
9. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular containing full details of the Transactions, including, inter alia, a notice convening the General
Meeting and the form of proxy, was dispatched to shareholders today, Monday, 15 December 2014. The General
Meeting will be held at the Company’s registered office at Level P3, Oxford Corner, cnr Jellicoe and Oxford
Roads, Rosebank, Johannesburg at 10:00 on Friday, 16 January 2015, to consider and, if deemed fit, to pass,
with or without modification, the special and ordinary resolutions required to implement the Transactions.
10. RESPONSIBILITY STATEMENT
The Board accepts responsibility for the information contained in this announcement. To the best of their
knowledge and belief, the information contained in this announcement is true and nothing has been omitted
which is likely to affect the importance of the information included.
Rosebank
15 December 2014
Corporate adviser and transaction sponsor: AfrAsia Corporate Finance Proprietary Limited
Independent sponsor: PSG Capital Proprietary Limited
Legal adviser: Cliffe Dekker Hofmeyr Incorporated
Date: 15/12/2014 12:34:00 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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