AFRICAN DAWN CAPITAL LIMITED - Update Regarding The Small Related Party Transactions

Update Regarding The Small Related Party Transactions

AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/020520/06)
Share code: ADW
ISIN: ZAE000223194
(“Afdawn” or “the Company”)

UPDATE REGARDING THE SMALL RELATED PARTY TRANSACTIONS

1.   INTRODUCTION

1.1. Shareholders are referred to –

1.1.1.      the SENS announcement released by the Company on 3 June 2019 (“PTF 1
            Announcement”) regarding the irrevocable put option granted by Graham Brian
            Hope (“G Hope”), a director of and a related party to the Company, to African Dawn
            Property Transfer 1 Proprietary Limited (“PTF 1”), a wholly-owned subsidiary of the
            Company (“PTF 1 Put Option”); and

1.1.2.      the SENS announcement released by the Company on 3 June 2019 (“PTF 2
            Announcement”) regarding the put option granted by Willem Jakobus Groenewald
            (“W Groenewald”), a director of and related party to the Company, Makalu Capital
            Proprietary Limited, an associate of W Groenewald, and G Hope to African Dawn
            Property Transfer 2 Proprietary Limited (“PTF 2”), a wholly-owned subsidiary of the
            Company (“PTF 2 Put Option”),

         (collectively, the “Put Options”)

1.2. PTF 1 and PTF 2 have exercised the PTF 1 Put Option and the PTF 2 Put Option,
     respectively, on 19 February 2020.

2.   CLASSIFICATION OF THE PUT OPTIONS

     The Put Options each constitute a small related party transaction for purposes of the JSE
     Listings Requirements.

3.   FAIRNESS OPINION

     The directors of the Company appointed Paul Austin trading as Effortless Corporate
     Finance as the independent expert (“Independent Expert”) to compile a fairness opinion
     on the Put Options in terms of paragraph 21.12(b) of the JSE Listings Requirements. The
     Independent Expert has considered the terms and conditions of the Put Options and is of
     the opinion that the terms and conditions of the Put Options are fair to the shareholders
     of the Company. A copy of the fairness opinion is available for inspection at the
     Company’s registered office for a period of 28 days from the date of this announcement.

20 February 2020

Designated Adviser

PSG Capital

Date: 20-02-2020 11:15:00
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