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General SENS Submitter Company - Listing of Sagarmatha Technologies on the main board of The JSE Limited (JSE) and abridged pre-listing statement

Release Date: 28/03/2018 17:50
Code(s): GSSC     PDF:  
Wrap Text
Listing of Sagarmatha Technologies on the main board of The JSE Limited (“JSE”) and abridged pre-listing statement

(Previously African Technology and Media Holdings Proprietary
(Incorporated in the Republic of South Africa)
Registration number: 2013/181904/06
JSE share code: SGT
ISIN ZAE000252334
(“Sagarmatha Technologies” or the “Company”)



1.1.   Sagarmatha Technologies Limited is an integrated African
       technology platform group with aspirations to become the
       African leader in e-commerce, digital media and syndicated
       content and technology ventures as part of the Fourth
       Industrial Revolution.

1.2.   Sagarmatha Technologies was incorporated in South Africa on
       2 October 2013 as Virturtorque Proprietary Limited. On 17
       June 2014, the Company was renamed Independent Media
       Corporate Services Proprietary Limited, and subsequently, on
       20 January 2015, changed its name to African Technology and
       Media Holdings Proprietary Limited. On 21 September 2017,
       the Company was converted to a public company and on 28
       September 2017, renamed Sagarmatha Technologies Limited.

1.3.   Shareholders are herewith advised that the JSE has granted
       Sagarmatha Technologies a listing of all its issued ordinary
       shares on the main board of the JSE (“Listing”), under the
       abbreviated name “Sagarmath”, share code “SGT” and ISIN
       ZAE000252334, with effect from the commencement of trade on
       Friday, 6 April 2018 (“Listing Date”), subject to obtaining
       the requisite shareholder spread as required in terms of the
       listings   requirements    of   the   JSE   (“JSE   Listings
       Requirements”),   to    raising   a    minimum   amount   of
       R3 000 000 000 as part of the Listing and to the publication
       of the reviewed provisional financial statements of
       Sagarmatha Technologies for the year ended 31 December 2017
       on SENS prior to the Listing Date. Sagarmatha Technologies
       will be listed in the “Media” sector (sub-sector:
       Broadcasting and Entertainment) of the main board of the
1.4.   In order to provide Sagarmatha Technologies with additional
       capital   to   fund   its   further   expansion,   Sagarmatha
       Technologies will, in conjunction with the Listing,
       undertake a private placement involving an offer to invited
       investors to subscribe for up to 189 298 334 ordinary no par
       value shares in the Company (“Private Placement Shares”) at
       R39.62 per share, thereby raising R7.5 billion for Sagarmatha
       Technologies (“Private Placement”).


2.1.   The pre-listing statement in relation to the Listing, which
       contains   detailed    information   regarding    Sagarmatha
       Technologies (“Pre-listing Statement”), was published today,
       Wednesday, 28 March 2018 and is available on Sagarmatha
       Technologies’ website (

2.2.   Terms appearing in title case in this announcement and that
       are not otherwise defined herein, shall bear the meanings
       assigned to them in the Pre-listing Statement.


     The salient dates and times relating to the Private Placement
     and the Listing are set out below:

Abridged Pre-listing Statement published        Wednesday, 28 March
on SENS on

Pre-listing    Statement   published    on      Wednesday, 28 March
Sagarmatha      Technologies’      website
( and made available
for inspection

Opening date of Private Placement on            Wednesday, 28 March

Abridged Pre-listing Statement published         Thursday, 29 March
in the press on

Closing date of Private Placement at 17:00       Thursday, 29 March

Notification of application to successful          Tuesday, 3 April
Invited Investors on
Results of Private Placement released on           Tuesday, 3 April

Applicant’s CSDP or broker must commit to         Thursday, 5 April
Strate to the receipt of the applicant’s
allocation of Private Placement Shares
against payment on

Accounts at CSDPs/Brokers updated in                Friday, 6 April
respect of Dematerialised Shareholders on

Listing of Shares on the JSE expected at           Friday, 6 April
commencement of trade at 09:00 on

   1. All dates and times are reflected in South African Standard
      Time (SAST or GMT+2) and are subject to amendment. Any such
      amendment will be released on SENS and published in the South
      African press.
   2. Invited investors must advise their CSDP or broker of their
      acceptance of the Private Placement Shares in the manner and
      cut-off time stipulated by their CSDP or broker.
   3. CSDPs effect payment on a delivery-versus-payment basis.


     The Abridged Pre-Listing Statement appearing below, is not an
     invitation to the public to subscribe for Shares but is issued
     in compliance with the JSE Listings Requirements for the
     purpose of providing information to the public and investors
     in respect of Sagarmatha Technologies.


4.1.1.   Sagarmatha Technologies Limited is an integrated African
         technology platform group with aspirations to become the
         African leader in e-commerce, digital media and syndicated
         content and technology ventures as part of the Fourth
         Industrial Revolution. It currently owns the following:   95% of ANA, a content syndication and news wire agency;   83.3% of Loot   Online,   a   general   merchandise   online
           retailer;   60% of IOL Property JV, an online classifieds business
           specialising in property;   100% of Independent Online, an online news business; and   100% of Sagarmatha Enterprise Solutions targeting global
           innovation    and    growth    areas    of    ICT    and
           acquiring/partnering with experts in the space.

4.1.2.   In addition to the above, Sagarmatha will acquire a
         controlling interest in Independent Media prior to
         Listing. As a result of the acquisition, Sagarmatha will
         own an effective 55% interest in Independent Media, a
         leading media house in South Africa with a reach of
         approximately 5.5 million people and deep content
         capabilities. This will make Sagarmatha Technologies one
         of a few global technology groups with an integrated value
         proposition of platforms, e-commerce, content, and
         distribution, enabled for prime customer monetisation.

4.1.3.   Sagarmatha owns and develops integrated technology
         platforms including content management services (CMS),
         data management platforms (DMP), automated marketing and
         merchandising software, e-commerce technology platforms
         with enterprise resource planning systems, social media
         platforms, search functionality, video player and video
         platforms, augmented reality and user generated content
         applications, online website creation tool, mobile and
         online applications.

4.1.4.   Sagarmatha believes it is uniquely positioned to create an
         integrated multi-sided platform ecosystem in Africa that
         knits   technology   platforms;   content   creation   and
         distribution and e-commerce into a consolidated value
         proposition aimed at attracting prime customers for

4.1.5.   The overall strategy of the Group is to use its integrated
         ecosystem to attract new and grow existing audiences and
         customers off its content and e-commerce platforms and to
         convert a high segment of its customers to a prime customer
         offering (known as Sagarmatha Peak) that is monetised
         through annuity subscriptions; product and service sales
         and third-party advertising.       This strategy of a
         consolidated   offering  to   audience,   customers  and
         advertisers, built on proprietary technology, positions
         Sagarmatha to become a leading multisided platform group
         in Africa.

4.1.6.   Sagarmatha   Peak   will   offer    customers   a   monthly
         subscription that gives them access to a range of services
         that bundles together current and future offerings from
         various Sagarmatha businesses and partners. This would
         include free delivery and/or expedited delivery from its
         e-commerce platforms; access to instant streaming of TV
         shows and movies (including original content) from its
         video and entertainment business; free subscriptions to
         daily and weekend newspapers and magazines from its branded
         media platform; early access to deals; members-only sales
         and discounts; discounts on video games and photo storage.

4.1.7.   The basic Sagarmatha Peak membership model will have a set
         of extensions including:   Business Peak which offers business customers a bundled
           enterprise package that includes access to Sagarmatha
           Web Services; access to Sagarmatha private marketplace;
           discounts on advertising in print and digital products
           offered through ANA and Branded Media as well as custom
           content solutions offered by Studio Independent;   Student Peak which offers students free access to a range
           of edu-tech products;   Sport Peak which offers sports enthusiasts access to a
           range of niche sports products; and   Health Peak which offers access to healthtech products
           as well as partner products.   Sagarmatha Technologies believes growth will come from
           organic expansion, key partnerships and strategic
           acquisitions. Scale will drive a low marginal cost of
           production in the overall ecosystem as Sagarmatha’s
           platforms can be replicated in new markets. This will
           require substantial investment over the next few years
           and the intention is to utilise the proceeds of the
           Private Placement to either scale up existing platforms
           and/or acquire new platforms and enter new markets.
           Sagarmatha Technologies has no plans to increase its
           shareholding in its existing businesses where minority
           shareholders are present.   Sagarmatha Technologies has 14 Verticals as component
           parts of its ecosystem, each one a lever that amplifies
           the value proposition of the Group. Each Vertical
           delivers a benefit to Sagarmatha and ultimately to
           Sagarmatha Peak and in turn extracts data intelligence
           to grow and expand the individual businesses. The Group
           has aspirations to be a leader in each of the Verticals.   The Verticals consists of:    B2C E-commerce;    Syndicated Content Distribution;    Digital Media Online;    Classifieds Marketplace;    Branded Media;    Video and Entertainment;    Prime Custom Content Solutions;    Integrated Logistics Platforms;    Technology Platform Ventures; SCB2B Industry Marketplace and B2B Regional and
              Country Marketplace; B2B Regional and Country Marketplace; Enterprise Tech Solutions (ETS); Boutique    E-Tech   and   M-Tech   (mobile)   Solutions;
              and Mobility (Outdoor) Advertising.   These 14 Verticals and their platforms will be anchored
           on   advanced   content    management   and   algorithm
           technologies. Sagarmatha Technologies’ business model is
           to be flexible, scalable, integrated and able to increase
           revenue off a relatively fixed cost base. The Group
           believes that it is well positioned to be a leading
           provider of platform technologies across these 14
           Verticals, and that the capital raised by the Private
           Placement will enable it to achieve the required scale
           in the targeted African markets.   Syndicated Content Distribution, e-Commerce (B2C E-
           Commerce, SCB2B Industry Marketplace and B2B Regional
           and Country Marketplace) and Digital Media Online are
           expected to be the primary Verticals for Sagarmatha
           Technologies going forward.


4.2.1.   B2C E-COMMERCE AND EXPANSION PLANS   Sagarmatha Technologies owns 83.3% of Loot Online.
           Headquartered in Cape Town, Loot Online
           (, is a leading South African
           based multi-category online retailer.   Through   its   desktop   and   mobile   websites   and
           applications, Loot Online delivers a convenient and
           intuitive online shopping experience, that currently
           offers 14 million products across 17 categories: Books;
           Movies and TV; Games; Music; Computers; Toys; Baby;
           Kitchen; Home; Outdoor; DIY; Health and Beauty;
           Stationery and Office; and Arts and Crafts.   Sagarmatha   Technologies    believes   that   e-commerce
           presents a significant opportunity in Africa, with a
           number of factors supporting its expansion, including
           increasing online penetration and mobile adoption; the
           emergence of new payment methods; and improved network
           and logistics infrastructure. The South African online
           retail market is still very nascent, and only constitutes
           in the region of 2 % of total general merchandise retail
           sales (excluding groceries). In the rest of Africa, the
           online market is also at a very early stage and the
           traction is mostly with general merchandise market
           places.    Management believes that in Africa the e-
           commerce market is still very contestable with a high
           degree of price elasticity.   Management believes that the timing is right to grow
           Loot Online and achieve its objective of being one of
           the   largest   and   most   customer-centric  general
           merchandise e-commerce destinations in Africa.

4.2.2.   SYNDICATED CONTENT DISTRIBUTION   ANA was launched in March 2015 and is Africa’s only
           multimedia content syndication platform. Syndicated
           content   distribution  is  the  process   of  pushing
           multimedia content from a website to subscribing third
           parties who will in turn redistribute it on their own
           websites.   ANA was incorporated by the Group in 2015, with the Group
           holding 79% and Sekunjalo Investments Holdings 21% of
           the issued share capital of ANA. In 2015, Sagarmatha
           Technologies and Sekunjalo Investments diluted their
           shareholdings to 75% and 20% respectively when an
           international investor, the China Africa Fund (a
           division of the China Development Bank), subscribed for
           5% of ANA’s issued share capital. In 2016, Sagarmatha
           Technologies acquired Sekunjalo Investments Holdings’
           20% interest in ANA.   ANA’s marginal cost-of-content strategy is crafted
           around strategic media partnerships, with news and media
           organisations   on   the    African   continent.   These
           partnerships enable ANA to package and on-sell authentic
           African content to news and media organisations across
           Europe, North America and the BRICS countries.

4.2.3.   DIGITAL MEDIA   Sagarmatha Technologies owns 100% of IOL which is
           headquartered in Cape Town. The CEO of IOL is Walter
           Madzonga who oversees a staff complement of 20 people.   IOL ( is a popular South African
           free-to-access news website. The site is device
           responsive, and can be accessed on desktop and on all
           mobile screen sizes. It is also available via an app
           from Apple and Android devices. IOL offers general news
           and premium content in the areas of business, sport,
           entertainment, lifestyle, travel and motoring.   Digital Media Online operates other digital media sites
           outside of IOL. These include 14 hyperlocal sites on
           behalf of Africa Community Media (Pty) Ltd and African
           Independent on behalf of ANA.   Digital content from Independent Media brands and titles
           is showcased to South African and international
           audiences, via IOL.

4.2.4.   CLASSIFIED MARKETPLACE   Classifieds Marketplace is headquartered in Cape Town
           and has offices in Johannesburg, Pretoria and KwaZulu-
           Natal. The CEO is Samantha Naidu, who oversees a staff
           complement of 180 people.   Classifieds Marketplace has a portfolio with B2B, B2C
           and C2C offerings across a variety of media products
           (online and print).    It currently has three digital
           platforms in Motoring, Careers and Property. These
           products, which were previously print focused, have now
           been transformed into digital-first offerings. Each
           platform offers a secure, credible and transparent
           website. Sites are Search Engine Optimised (SEO), rich
           and fully responsive, making them accessible across all

4.2.5.   BRANDED MEDIA   Sagarmatha Technologies, through Independent Newspapers,
           has one of the largest offerings of Branded Media
           platforms (online and print) in South Africa. The
           Branded Media Vertical has a reach of over 12 million
           people weekly (All Media Products Study - 2015).   The Branded Media Vertical’s portfolio consists of:     African focused multi-channel brand – the African
               Independent brand exists monthly in print and daily
               in digital format. It is widely distributed on the
               continent and is a regular media partner at
               prominent events. The brand has a presence in 18
               African countries.     National focused multi-channel brands - focusing on
               national news matters, with an emphasis on
               politics, business, sport and entertainment. These
                are reputable insightful brands amongst political
                and business leaders. Popular titles include The
                Star and The Sunday Independent.      Regional focused multi-channel brands - comprise
                daily metro titles which cover daily metro news,
                business, sport and entertainment. The portfolio
                covers the major metropolitans in South Africa.
                Popular titles include Pretoria News, Daily News,
                Mercury, Cape Argus, Cape Times.      Hyperlocal focused multi-channel brands – dealing
                with   community   specific  matters.   These   are
                published weekly and the brands are household names
                having been in existence for decades.      Vernacular focused multi-channel brands – niche
                offering in indigenous languages. Isolezwe is the
                largest vernacular paper in South Africa.      Magazines – premium consumer focus with some of the
                most prestigious brands on the continent. Popular
                publications include GQ, Glamour, House and Garden,
                Gourmet.   Sagarmatha Technologies recognises the benefits of
           integrating specialised Branded Media content with new
           monetisable technology platforms like e-commerce, and
           further recognises the value of the Independent Media’s
           Branded Media portfolio as a critical component of
           drawing audiences to its wide array of platforms.   This platform earns revenue from advertising and from
           sales of newspapers and subscriptions.

4.2.6.   VIDEO AND ENTERTAINMENT   Sagarmatha Technologies owns 100% of ANA Pics. ANA Pics
           houses Sagarmatha’s Video and Entertainment business.   ANA Pics is headquartered in Cape Town. The CEO of ANA
           Pics is Amit Makan who oversees a staff complement of 46
           people.   ANA Pics owns and manages a product called Video360
           (     Video360 is a video
           sharing site and app similar in many respects to YouTube.
           Video360 has a uniquely African feel about it with the
           focus on African content. IOL uses Video360 plugins.   Video360 generates revenue from the sale of advertising
           that runs before or after videos play.   Video360 went live in September 2017 and showcases daily
           news stories in video format. The website has not been
           marketed to the public as yet as it is being further
           developed technically to include a user generated
           content mechanism that will see video producers earn a
           share of revenue from views that we believe will be more
           preferential than those earned on competitor platforms.
           Once the technical implementation is completed in
           February 2018, an aggressive marketing strategy will be
           implemented to attract video producers to submit

4.2.7.   PRIME CUSTOM CONTENT SOLUTIONS   Sagarmatha   Technologies  has a team   of  skilled
           professional editorial writers, designers and artists
           who comprise Studio Independent, an in-house commercial
           content team that provides multi-channel content
           marketing services to brands and service providers.   The chief executive officer of Studio Independent is
           Vasantha Angamuthu who oversees a team of 98 journalists
           with skills ranging from writing, editing, content
           production, graphic arts, photography, video and page
           design. Studio Independent is a one-stop-shop for
           content   strategy,    product   development,    content
           development and media buying across all platforms. Its
           core services include:     Creating,   managing and distributing content,
               including advertising content, on behalf of
               advertising clients;     developing bespoke content campaigns for clients to
               specific audiences and communities including text,
               images and video; and     social media management on campaigns to client
               owned digital and social platforms or directed to
               Sagarmatha technologies owned media platforms.   The Company offers a full-service content agency that
           provides custom solutions, channel management and
           bespoke product development for advertising clients. It
           provides prime content which can be monetised through
           sponsored content, advertising, content production and

4.2.8.   INTEGRATED LOGISTICS PLATFORMS   Sagarmatha   Technologies   currently   has  traditional
           logistics   businesses    inherited   with  its   legacy
           traditional media businesses. These service the three
           major metropolitan areas in South Africa and are skewed
           towards servicing its print businesses.   The distribution network, though old, has penetration
           into major retailers, businesses and homes (primarily in
           urban areas).   The Company’s strategy is to scale up this unit so that
           it complements the e-commerce strategy through e-
           delivery (combining physical logistics assets into Loot
           Online’s logistics application), drone delivery service,
           express courier, freight clearing and forwarding.

4.2.9.   TECHNOLOGY PLATFORM VENTURES DATA   Sagarmatha Technologies believes data is central to
           Africa's development and growth agenda as well as central
           to the growth agenda of the Group. Sagarmatha
           Technologies’ strategy, much of which is in the pipeline,
           is to acquire and/or build proprietary data warehouse
           tools and technologies to use within the Sagarmatha
           Technologies business as well as on-sell to business
           partners on the continent.   These data technologies and software will mine data from
           the various Sagarmatha businesses customer touch points
           for quicker, clearer business decision-making and
           expansion and will be used to develop consumer
           intelligence   that    can   be   sold    on. Sagarmatha
           Technologies’ data business will be, more critically,
           based on data analytics and intelligence, designed to
           solve some of the challenges being experienced with
           accessing data on the African continent.   The strategy is for Sagarmatha Technologies’ data
           business (the Infonomist), is for it to be the primary
           source of data and intelligence on and from the African
           continent. It will collect data from a number of free
           and partner sources, including government information
           systems, and present it as information to enable decision

        MARKETPLACE Supply chain business to business e-commerce is on the
          increase as technology is now enabling companies to
          manage their procurement more efficiently via e-commerce
          platforms. Sagarmatha Technologies intends to create
          highly scalable platforms using intelligent algorithms
          to organise businesses according to industries, match
          and connect buyers and sellers, and facilitate payments
          and order fulfilment through integrated fintech and
          logistics. Through Loot Online, Sagarmatha Technologies has a B2C
          E-commerce platform which could be extended to SCB2B and
          B2B e-commerce. The Group intends using a portion of
          the proceeds from the Private Placement to hire
          additional software engineers to develop data analytics
          and intelligent algorithms which will allow the Loot
          Online platform to match supply and demand, and thereby
          facilitate trade. Sagarmatha Technologies intends to develop an e-commerce
          platform (B2B Regional and Country Marketplace) modelled
          on the SCB2B Industry Marketplace, which will connect
          businesses within a particular region or countries
          trading with each other across industries and business
          sectors.   This could be beneficial in fostering trade
          with selected trading partners (for example, after
          signing bilateral trade agreements). In this case, the
          intelligent algorithms will be adapted to connect
          businesses   searching   for  specific   products   with
          businesses selling the specific products in predefined
          countries or regions. Targeted regions include BRICS members, as well as
          regional economic associations such as the Southern
          African Development Community, the Economic Community of
          West African States and the East African Community.


      Sagarmatha Technologies intends to develop ETS platforms
      that complement the Company’s B2B channels, as they are
      expected to provide value added services to its business
      customers. Modelled on global market leaders in cloud
      computing and web services, the ETS platform, in partnership
      with the Company’s strategic partners, will take the
      Company’s first step into cloud computing.

4.2.12. BOUTIQUE E-TECH AND M-TECH (MOBILE SOLUTIONS) Sagarmatha   Technologies   intends  to   venture   into
          eLearning and MOOCs. MOOCs are a form of distance
          learning, which are open and free for anyone to utilise
          no matter where they are located.             Sagarmatha
          Technologies intends entering into partnerships with or
          acquiring prominent suppliers of education solutions and
          services to academic institutions, companies and
          governments. The Company’s technology team will aim to
          assist in developing novel, easy, fast and exciting
          learning solutions. Revenue is intended to be earned from subscriptions to
          the online curricula. In addition, the unit will target
          commission on sale of academic material

4.2.13. MOBILE OUTDOOR ADVERTISING Sagarmatha Technologies recognises mobility advertising
          as an asset-light form of media platform. The out-of-
          home advertising market consists of advertisers spending
          on out-of-home media such as billboards, street
          furniture (for example bus shelters), transit displays
          (for example, bus sides, on-train print, taxi wraps),
          sports arena displays and captive ad networks (in venues
          such as elevators, bathrooms, etc.), as well as other
          formats. Sagarmatha Technologies intends to launch innovative
          cost-effective solutions to access audiences that
          couldn’t otherwise be reached.


4.3.1.   The Company will, in conjunction with the Listing,
         undertake the Private Placement by way of an offer to
         Invited Investors to subscribe for Private Placement
         Shares in the Company, thereby raising up to R7 500 000 000
         for the Company.

4.3.2.   Only persons who are Invited Investors and who fall within
         the categories envisaged in section 96(1)(a) of the
         Companies Act or who subscribe for the Private Placement
         Shares, the acquisition cost of which is not less than
         R1 000 000 per single addressee acting as principal (as
         contemplated in section 96(1)(b) of the Companies Act),
         are entitled to participate in the Private Placement.

4.3.3.   The Private Placement is subject to the Company having
         satisfied the Listings Requirements regarding the spread
         of public shareholders, being a minimum of 20% of the
         issued Shares being held by public shareholders, and a
         minimum of R3 billion being raised in terms of the Private

4.3.4.   If the conditions fail, the Private Placement shall not be
         of any force or effect and no person shall have claim
         whatsoever against the Company, the Company’s advisors,
         their respective affiliates or any other person as a result
         of the failure of the condition.


       As at the Last Practicable Date, the parties set out below
       have provided irrevocable commitments, to subscribe for
       Private Placement Shares on Listing, as set out below:

           Name of Party            Total   private  placement
           James Beeland Rogers, Jr Not less than R100 000 000
           (Beeland Interests Inc)  and up to a maximum of
                                    R150 000 000
           Harold E. Doley, Jr      Not less than R100 000 000
                                    and up to a maximum of
                                    R150 000 000
           Leonardo Nicolo Altini   Not less than R50 000 000
                                    and up to a maximum of
                                    R100 000 000
           Nadia Kamies               Not    less than   R50 000 000
                                      and    up to a     maximum of
                                      R100   000 000
           Selwyn Lewis               Not    less than   R50 000 000
                                      and    up to a     maximum of
                                      R100   000 000


4.5.1.   The main purposes of the Private Placement and the Listing
         are to:   Raise capital of up to R7 500 000 000 to be used as
           outlined in paragraph 16 of the Pre-listing Statement;   obtain a spread of investors in order to enhance the
           liquidity and tradability of the Shares;   provide the Company with a platform to raise funding to
           pursue growth and investment opportunities in the
           future; and   enhance the public profile and general public awareness
           of the Company.


4.6.1.   Assuming that R7 500 000 000 is raised in terms of the
         Private Placement, it is anticipated that the proceeds
         will be applied as follows:   R500 000 000 in working capital, in particular for the
           roll-out of three additional regional offices in East
           Africa, West Africa and North Africa over a 12 to 18
           month period to serve as collaborative work spaces for
           the platforms and their partners and working capital
           requirements;   R2 000 000 000 to finance the growth strategies of
           Sagarmatha Technologies’ existing platforms as set out
           in paragraph 2 of the Pre-listing Statement. Funds are
           anticipated to be utilised over a 3 to 5 year period in
           accordance with approved business plans and based on the
           achievement of key milestones;   R1 500 000 000 to finance the expansion of Sagarmatha’s
           Technologies platforms still to be established as set
           out in paragraph 2 of the Pre-listing Statement. Funds
           are anticipated to be spent over a 3 to 5 year period;   R2 500 000 000 to finance the acquisition of businesses
           and platforms that are complementary to the fourteen
           Verticals that form part of the Sagarmatha ecosystem.
           The pipeline of potential acquisitions is set out in
           paragraph 3.5 of the Pre-listing Statement; and   R1 000 000 000 to settle outstanding Group debt.

4.6.2.   Should the full amount of R7 500 000 000 not be raised,
         the application of proceeds will be adjusted as follows
         (the minimum amount to be raised is R3 000 000 000):   R500 000 000 in working capital, in particular for the
           roll-out of three additional regional offices in East
           Africa, West Africa and North Africa over a 12 to 18
           month period to serve as collaborative work spaces for
           the platforms and their partners and working capital
           requirements;   the balance will be used to finance the growth of
           Sagarmatha Technologies’ existing platforms with a
           primary focus on Syndicated Content Distribution, the e-
           commerce portfolio, Classifieds Marketplace and Digital
           Media Online. In addition, funds will be allocated to
           the expansion of the Technology Platform Ventures
           Vertical, by investing in data, artificial intelligence,
           augmented reality, virtual reality and fintech. Funds
           will also be allocated to finance the acquisition of
           businesses and platforms that are complementary to the
           fourteen Verticals that form part of the Sagarmatha
           ecosystem; and   the expansion of additional Sagarmatha Technologies’
           platforms that are still to be established will be
           delayed until further capital has been raised.


       The Board believes that Sagarmatha Technologies is well
       positioned to be able to create significant growth in its
       portfolio of assets over the next 5 years and into the
       future. The capital raised through the Private Placement is
       expected to assist the Company in implementing its emerging
       market growth strategy to own and invest in proprietary
       technology platforms, as well as to acquire technology and
       media businesses that complement its existing businesses.


4.8.1.    Immediately prior to the Private Placement and Listing,
          and assuming that the Acquisitions are implemented, the
          authorised and issued Shares of the Company will be as

         10 000 000 000 Ordinary Shares of                        -
         no par value
         1 025 420 107 Ordinary Shares of no              3 044 258
         par value, inclusive of 40 000 000
         treasury shares

4.8.2.    After the Listing and assuming that the Acquisitions are
          implemented and the Private Placement is fully subscribed,
          the authorised and issued Shares of the Company will be as

         10 000 000 000 Ordinary Shares of                        -
         no par value
         1 214 718 441 ordinary Shares of no              7 536 758
         par value inclusive of 40 000 000
         treasury shares
         Stated Capital                                           -


       The full names, ages, business address and capacities of the
       Directors of Sagarmatha Technologies are provided below:

       Full name       Age   Capacity          Business Address
       Paul            58    Non-Executive     12A The Valley Walk,
       Lamontagne            Chairman          Constantia, Cape Town,

       Takudzwa Hove   35    Chief Financial   10th Floor, Convention
                             Officer           Tower, Heerengracht,
                                               Foreshore, 8001

     Grant            45   Joint Chief      10th Floor, Convention
     Fredericks            Executive        Tower, Heerengracht,
                           Officer          Foreshore, 8001

     Gary Hadfield    51   Joint Chief      10th Floor, Convention
                           Executive        Tower, Heerengracht,
                           Officer          Foreshore, 8001

     Valentine        35   Executive        10th Floor, Convention
     Dzvova                director –       Tower, Heerengracht,
                           corporate        Foreshore, 8001

     Harold E Doley   49   Non-executive    9th Floor, 333 East
     III                   director         38th Street, New York,
                                            United States of

     Arthur Johnson   49   Non-executive    Claremont Central, 8
                           director         Vineyard Road,
                                            Claremont, 7700

     Alan Ipp         75   Non-executive    8 Avenue Branksome,
                           director         Fresnaye, 8005

     Dr Aisha         32   Non-executive    3 Lutgens Road,
     Pandor                director         Rondebosch, Cape Town,

     Dr Sibongiseni   38   Non-executive    11 Ulana Close,
     Tunzelane             director         Amatola View, Bisho,

     Rosemary Mosia   50   Deputy           66 Loch Road,
                           Chairperson      Rondebosch, 7700

     Aziza Amod       56   Non-executive    26 Mayfield Avenue,
                           Director         Rondebosch, 7700


     Copies of the Pre-listing Statement are available in English
     and may be obtained during normal business hours from
     Wednesday, 28 March 2018 until the Listing Date (both days
     inclusive), from the registered office of Sagarmatha
     Technologies at 10th Floor, Convention Tower, Heerengracht,
     Foreshore, 8001 and from the offices of Vunani Capital
     Proprietary Limited, the Transaction Advisor and Sponsor, at
     3rd Floor, Wesbank Centre, 9 Long Street, Cape Town, 8000. A
     copy of the Pre-listing Statement will also be available on
     Sagarmatha Technologies’ website (
     from Wednesday, 28 March 2018.

Cape Town
28 March 2018

Transaction   Advisor   and   Sponsor:   Vunani   Capital   Proprietary

Independent Reporting Accountant and Auditor: BDO

Legal Advisor: Tshisevhe Gwina Ratshimbilani Inc

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