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Distribution of Supplementary Circular and Notice of General Meeting
African Equity Empowerment Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1996/006093/06
Share code: AEE
ISIN: ZAE000195731
("AEEI" or “the Company”)
DISTRIBUTION OF SUPPLEMENTARY CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders are referred to the Company’s SENS announcement dated
10 November 2017 (“Announcement”) and to the circular distributed to
shareholders on the same date (“Circular”), advising that AEEI’s
board of directors had approved a proposal to list its subsidiary,
AYO Technology Solutions Limited (“AYO Technology”), on the JSE,
subject to market conditions (“Listing”).
1.2. Subsequent to the distribution of the Circular, AEEI has determined
that it wishes to undertake a broad-based black economic empowerment
(“B-BBEE”) transaction in terms of which AYO Technology will issue
shares to a B-BBEE consortium prior to the Listing (“B-BBEE
Consortium Share Issue”). As a result of the B-BBEE Consortium Share
Issue, the number of shares that will be issued on Listing has been
reduced (“Share Issue”).
1.3. As stated in the Announcement, the Share Issue by AYO Technology will
constitute a category 1 disposal by AEEI in terms of the JSE Listings
Requirements and, accordingly, requires the approval of AEEI
Shareholders.
1.4. In addition, the B-BBEE Consortium Share Issue, when aggregated with
the Share Issue, will constitute a category 1 disposal by AEEI in
terms of the JSE Listings Requirements and, accordingly, requires
the approval of AEEI Shareholders.
2. DISTRIBUTION OF SUPPLEMENTARY CIRCULAR
2.1. Details of the Share Issue and the B-BBEE Consortium Share Issue are
contained in a supplementary circular that will be distributed to
shareholders today (“Supplementary Circular”). The Supplementary
Circular has been issued to provide additional information to the
Circular in relation to the B-BBEE Consortium Share Issue and to
amend the number of shares that will be issued on Listing.
Accordingly, the Supplementary Circular should be read in conjunction
with the Circular and incorporates all information in the Circular
by reference, as amended by the content of the Supplementary
Circular.
2.2. The Supplementary Circular incorporates a notice convening a general
meeting of shareholders (“General Meeting”), in order to consider
and, if deemed fit, to approve the B-BBEE Consortium Share Issue and
the Share Issue.
2.3. The Supplementary Circular will also be available on the Company’s
website at www.aeei.co.za. In addition, copies of the Circular will
be available for inspection, in English only, during normal business
hours until the date of the General Meeting at the Company’s
registered office and at the offices of its sponsor, PSG Capital, at
1st Floor, Ou Kollege, Stellenbosch and 2nd Floor, Building 3, 11
Alice Lane, Sandhurst, Sandton.
3. NOTICE OF GENERAL MEETING
3.1. Notice is hereby given that the General Meeting of shareholders will
be held at at AEEI’s head office, at Quay 7, Breakwater Boulevard,
East Pier, Victoria & Alfred Waterfront, Cape Town at 10:00 on Monday,
18 December 2017, at which General Meeting AEEI Shareholders will be
requested to consider and, if deemed fit, to pass, with or without
modification, the resolutions set out in the notice of General
Meeting attached to the Supplementary Circular.
3.2. AEEI Shareholders holding 82.02% of the issued share capital of AEEI
have provided irrevocable undertakings to vote in favour of the
resolutions to approve the B-BBEE Consortium Share Issue and the
Share Issue at the General Meeting.
3.3. For the avoidance of doubt, the general meeting referred to in the
Circular on 8 December 2017 will no longer take place and has been
replaced by the General Meeting referred to above.
Cape Town
27 November 2017
Transaction advisor and sponsor
PSG CAPITAL
Attorneys
WEBBER WENTZEL
Auditor and Independent reporting accounts
GRANT THORNTON
Corporate advisory
AEEI CORPORATE FINANCE
Date: 27/11/2017 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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