| Tue 17 Mar 2009, 17:25 | | ADW - African Dawn Capital Limited - Announcement |
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ADW
ADW
ADW - African Dawn Capital Limited - Announcement
AFRICAN DAWN CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020520/06)
JSE code: ADW
ISIN: ZAE000060703
("African Dawn" or "the company")
ANNOUNCEMENT RELATING TO:
- THE CANCELLATION OF THE SALE OF SHARES AGREEMENT RELATING TO THE
ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL AND LOAN ACCOUNTS OF LIMOSA
BUSINESS FINANCE (PROPRIETARY) LIMITED ("LIMOSA");
- NEW FUNDING FACILITY;
- CHANGE IN AUDITORS; AND
- WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
CANCELLATION OF THE SALE OF SHARES AGREEMENT
1.1 Introduction
Shareholders are referred to the cautionary announcement, dated 5 March 2008 and
the announcement, dated 23 June 2008, ("the transaction announcement") which
provided details of the Sale of Shares Agreement entered into between African
Dawn and:
- the JLN Family Trust, represented by J van Heerden ("van Heerden") in his
capacity as Trustee; and
- the Arthur Dykes Family Trust, represented by P A Dykes ("Dykes") in this
capacity as Trustee (collectively "the vendors")
in terms of which African Dawn would acquire the entire issued share capital and
loan accounts of Limosa and the shares in Yellowstar Trading 1079 (Proprietary)
Limited ("the agreement") for a maximum purchase consideration of R240 million
("the transaction").
1.2 Cancellation of the agreement
The agreement did not come into effect as certain of the conditions precedent
were not fulfilled and as a result of material changes in the market conditions
pertaining to property transfer companies. The discharge of the purchase
consideration was to have been settled partly in cash and partly by the issue of
Afdawn shares.
An amount of R20.8 million (which includes an interest factor) was advanced by
Afdawn ("transaction consideration") to the vendors in anticipation of the
transaction, however, no Afdawn shares were issued to the vendors.
Afdawn has entered into agreements with the vendors relating to the repayment by
them ("loan agreements"), over a period of twelve months from 28 February 2009,
of the transaction consideration, together with interest. The amount to be
refunded to Afdawn in terms of the loan agreements is currently R20.8 million
and interest of approximately R5.6 million will be paid thereon.
2. NEW FUNDING FACILITY
Additional funding in the form of a revolving facility, to the value of R100
million, at prime linked overdraft rates has been secured by the company from a
large financial institution. The funding from this facility will be utilised by
the company to take advantage of lending opportunities similar to those that the
Limosa transaction would have offered, and will result in an increase in the
advances book.
3. CHANGE IN AUDITORS
The directors have pleasure in advising that the company has, with effect from
27 February 2009, changed its auditors to SAB&T.
SAB&T, a leading black owned firm, provides accounting, auditing, business
consultancy and tax advisory services. This firm is one of the ten largest
auditing firms in South Africa and has been approved by the JSE Limited.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Having regard to the information contained in this announcement relating to the
cancellation of the agreement, the cautionary announcement is hereby withdrawn.
Johannesburg
17 March 2009
Designated Adviser
Vunani Corporate Finance
Date: 17/03/2009 17:25:03 Produced by the JSE SENS Department.
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