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Tue 31 May 2011, 16:00 ADW - African Dawn Capital Limited - Audited Condensed Consolidated Financial
ADW
ADW                                                                             
ADW - African Dawn Capital Limited - Audited Condensed Consolidated Financial   
Results for the year ended 28 February 2011 and further cautionary announcement.
AFRICAN DAWN CAPITAL LIMITED                                                    
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/020520/06)                                            
JSE code: ADW                                                                   
ISIN: ZAE000060703                                                              
"the Company" or "the Group"                                                    
Turnaround in the loss per share ("LPS") and headline loss per share ("HLPS")   
resulting in an earnings per share ("EPS") of 1.63 cents and headlines earnings 
per share ("HEPS") of 1.03 cents, EPS movement of 101.1% and HEPS movement of   
100,7%.                                                                         
Audited Condensed Consolidated Statements of Financial Position for the year    
ended 28 February 2011                                                          
                                                 Year ended     Year ended      
28-Feb-11      28-Feb-10      
                                                      R`000          R`000      
                                                   (Audited)      (Audited)     
Non-current assets                                     3,000          5,859     
Property, plant and equipment                          2,288          5,859     
Other financial asset                                    712              -     
Current assets                                       124,241        125,344     
Property in possession                                25,344          6,997     
Other financial assets                                   300              -     
Current tax receivable                                 6,961          6,961     
Trade and other receivables                          284,146        322,070     
Impairment on trade receivables                     (200,665)      (226,582)    
Net trade and other receivables                       83,481         95,488     
Cash and cash equivalents                              8,155         15,898     
Non-current assets held for sale                       1,200         12,429     
Total assets                                         128,441        143,632     
Capital and reserves                                  26,079         23,673     
Share capital                                        256,107        256,107     
Reserves                                                 105            452     
Accumulated (loss)                                  (230,133)      (234,265)    
Non-controlling interest                                   -          1,379     
Non-current liabilities                               11,175         32,246     
Borrowings                                            11,124         30,460     
Finance lease obligation                                  51          1,210     
Deferred tax                                               -            576     
Current liabilities                                   91,187         87,713     
Finance lease obligation                                 127            956     
Borrowings                                            48,538         39,287     
Current tax payable                                   18,045         17,995     
Trade and other payables                              11,716         12,732     
Provisions                                            12,484         16,000     
Bank overdraft                                           277            743     
Total liabilities                                    102,362        119,959     
Total equity and liabilities                         128,441        143,632     
Ordinary shares in issue (`000)                      222,926        222,926     
Net asset value per share (cents)                      11.69          10.61     
Net tangible asset value per share (cents)             11.69          10.61     
Audited Condensed Consolidated Statements of Comprehensive Income for the year  
ended 28 February 2011                                                          
              Year ended     Year ended                                         
28-Feb-11      28-Feb-10      
                                                      R`000          R`000      
                                                   (Audited       (Audited)     
Revenue                                               48,235        105,336     
Cost of sales                                         (1,295)        (1,919)    
Gross profit                                          46,940        103,417     
Other income                                           8,603          1,905     
Operating and other expenses                         (33,687)      (254,643)    
Operating profit/(loss)                               21,856       (149,321)    
Investment revenue                                       256             72     
Fair value adjustment                                (10,522)      (139,192)    
Finance cost                                          (7,148)       (10,877)    
Profit/(Loss) before taxation                          4,442       (299,318)    
Taxation                                                (816)        (7,179)    
Profit/(Loss) for the year                             3,626       (306,497)    
Other comprehensive income:                                                     
Loss on property revaluation                               -         (4,000)    
Taxation related to components of other                                         
Comprehensive income                                    (452)        (1,063)    
Other comprehensive loss for the year net                                       
of taxation                                             (452)        (5,063)    
Total comprehensive income/(loss)                      3,174       (311,560)    
Attributable to                                                                 
Owners of the parent                                   3,785       (311,560)    
Non-controlling interest                                (611)             -     
Weighted number of shares                            222,926        219,830     
Basic earnings/(loss) per share                         1.63        (139.42)    
Diluted earnings/(loss) per share                       1.63        (139.42)    
Headline earnings/(loss) per share                      1.03         (49.28)    
Reconciliation of headline earnings/(loss)                                      
Basic profit/(loss)                                    3,626       (306,497)    
Non-recurring adjustments                                                       
Impairment of subsidiaries` NAV                                                 
and related goodwill                                       -        198,155     
Sale of subsidiary                                      (806)             -     
Sale of properties                                      (515)             -     
Headline earnings/(loss)                               2,305       (108,342)    
Audited Condensed Consolidated Statements of Changes in Equity for the year     
ended 28 February 2011                                                          
                        Share    Share   Total   Retained Minority Ordinary     
Capital  Premium  Reserves Earnings Interest    Share     
                                                                    Holders     
                                                                     Equity     
Balance at 28 Feb 2009   2,169   242,444    5,515   72,232   (5,755)316,605     
Total comprehensive (loss)                                                      
for the 2010 year            -         -   (5,063)(306,497)       -(311,560)    
Purchase of own/treasury                                                        
Shares                      (1)   (1,143)       -        -        -  (1,144)    
Treasury shares issued to                                                       
Allegro shareholders        53    12,585        -        -        -  12,638     
Subsidiary acquired                                           1,379   1,379     
Deconsolidation of Allegro                                                      
Holdings (Pty) Ltd           -         -        -        -    5,755   5,755     
Balance at 28 Feb 2010   2,221   253,886      452 (234,265)   1,379  23,673     
Total comprehensive income                                                      
for the 2011 year            -         -     (452)   4,237     (611)  3,174     
Transfer to insurance reserve-         -      105     (105)       -       -     
Subsidiary sold              -         -        -        -     (768)   (768)    
Balance at 28 Feb 2011   2,221   253,886      105 (230,133)       -  26,079     
Audited Condensed Consolidated Statements of Cash Flows for the year ended 28   
February 2011                                                                   
              Year ended     Year ended                                         
                                                  28-Feb-11      28-Feb-10      
                                                      R`000          R`000      
(Audited)      (Audited)     
Cash flow from operating activities                    2,591        (34,710)    
Cash flow from investing activities                    2,987         20,657     
Cash flow from financing activities                  (12,854)         5,325     
Net cash flow for the year                            (7,276)        (8,728)    
Cash and cash equivalents at                                                    
beginning of the year                                 15,155         23,883     
Cash and cash equivalents at                                                    
end of the year                                        7,879         15,155     
Basis of preparation                                                            
The Audited Condensed Financial Statements are prepared in South African Rands  
thousands (`000) on the historical-cost basis, except for certain assets and    
liabilities which are carried at amortised cost or stated at their fair value.  
The financial statements have been prepared in accordance with the framework    
concepts and measurement and recognition requirements of International Financial
Reporting Standards ("IFRS"), the requirements of the South African Companies   
Act and the JSE Listings Requirements. The preparation of financial statements  
in conformity with IFRS and AC 500 requires the use of certain critical         
accounting estimates. It also requires management to exercise its judgement in  
the process of applying the Company`s accounting policies.                      
Audit opinion                                                                   
We have audited the Group annual financial statements and annual financial      
statements of African Dawn Capital Limited, which comprise the consolidated and 
separate statements of financial position as at 28 February 2011 and the        
consolidated and separate statements of comprehensive income, changes in equity 
and cash flows for the year then ended, and a summary of significant accounting 
policies and other explanatory notes.                                           
Directors` responsibility for the financial statements                          
The Company`s directors are responsible for the preparation and fair            
presentation of these financial statements in accordance with International     
Financial Reporting Standards, and in the manner required by the Companies Act  
of South Africa.  This responsibility includes: designing, implementing and     
maintaining internal control relevant to the preparation and fair presentation  
of financial statements that are free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and     
making accounting estimates that are reasonable in the circumstances.           
Auditors` responsibility                                                        
Our responsibility is to express an opinion on these financial statements based 
on our audit.  We conducted our audit in accordance with International Standards
on Auditing.  Those standards require that we comply with ethical requirements  
and plan and perform the audit to obtain reasonable assurance whether the       
financial statements are free from material misstatement.                       
An audit involves performing procedures to obtain audit evidence about the      
amounts and disclosures in the financial statements.  The procedures selected   
depend on the auditors` judgement, including the assessment of the risks of     
material misstatement of the financial statements, whether due to fraud or      
error.  In making those risk assessments, the auditor considers internal control
relevant to the entity`s preparation and fair presentation of the financial     
statements in order to design audit procedures that are appropriate in the      
circumstances, but not for the purpose of expressing an opinion on the          
effectiveness of the entity`s internal control.  An audit also includes         
evaluating the appropriateness of accounting policies used and the              
reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.                           
We believe that the audit evidence we have obtained is sufficient and           
appropriate to provide a basis for our audit opinion.                           
Opinion                                                                         
In our opinion, these financial statements present fairly, in all material      
respects, the consolidated and separate financial position of African Dawn      
Capital Limited as at 28 February 2011, and its consolidated and separate       
financial performance and consolidated and separate cash flows for the year then
ended in accordance with International Financial Reporting Standards, and in the
manner required by the Companies Act of South Africa.                           
GRANT THORNTON                                                                  
Chartered Accountants (SA)                                                      
Registered Auditors                                                             
per EFG Dreyer                                                                  
Chartered Accountant (SA)                                                       
Registered Auditor                                                              
31 May 2011                                                                     
Grant Thornton Office Park                                                      
137 Daisy Street                                                                
Sandown                                                                         
Johannesburg                                                                    
2196                                                                            
The signed audit opinion is available for inspection at the Company registered  
offices.                                                                        
Notes to the Audited Condensed Consolidated Financial statement                 
1.   Reporting entity:                                                          
African Dawn Capital Limited is a Company domiciled in the Republic of South    
Africa. The Condensed Consolidated Financial Statements of the Company          
for the year ended 28 February 2011 comprise the Company and its                
subsidiaries and the Group`s interests in associates and jointly controlled     
entities.                                                                       
2. Statement of compliance:                                                     
The audited consolidated financial information for the year ended 28 February   
2011, has been prepared in accordance with International Financial Reporting    
Standards (IFRS), the interpretations adopted by the International Accounting   
Standards Board ("IASB"), and the requirements of the South African Companies   
Act. The audited results were approved by the Board on 20 May 2011.             
3. Significant accounting policies:                                             
The accounting policies adopted in the preparation of the consolidated          
financial information are consistent with those of the annual financial         
statements for the year ended 28 February 2010. For a full list of standards and
interpretations which have been adopted we refer you to the 28 February 2010    
annual financial statements. Below is an extract of the most significant        
accounting policies of the Group.                                               
Revenue recognition: Revenue recognition comprises the fair value of the sale of
goods and services, net of value-added tax, rebates and discounts. Revenue is   
recognised as follows. Sale of services: Sales of services are recognised in the
accounting period in which the services are rendered, by way of reference to    
completion of the specific transaction assessed on the basis of the actual      
services provided as portion of the total services to be provided.              
Interest income: Interest income is recognised on a time-proportion basis using 
the effective interest method. When a receivable is impaired, the Group reduces 
the carrying amount to its recoverable amount - being the estimated future cash 
flow discounted at the original effective interest rate of the instrument and   
continues unwinding the discounts as interest income. Interest income on        
impaired loans is recognised either as cash is collected or on a cost-recovery  
basis as conditions warrant.                                                    
Impairment of assets: Assets that have an indefinite useful life are not subject
to amortisation and are tested annually for impairment. Assets that are subject 
to amortisation or depreciation are reviewed for impairment whenever events or  
changes in circumstances indicate that the carrying amount may not be           
recoverable. An impairment loss is recognised for the                           
amount by which the asset`s carrying amount exceeds its recoverable amount. The 
recoverable amount is the higher of an asset`s fair value less cost to sell and 
value in use. For the purpose of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows (cash      
generating units).                                                              
Property in possession: Repossessed properties acquired in exchange for loans as
part of an orderly realisation are reported in Property in possession under the 
inventory assets class, as it is held for sale in the ordinary course of        
business. The repossessed properties are recognised when the risks and rewards  
of the properties have been transferred to the Group. The corresponding loans   
are derecognised when the Group becomes the owner of the property. The property 
acquired is initially recorded at cost which is the lower of its fair value     
(less costs to sell) and the carrying amount of the loan (net of impairment) at 
the date of transferring ownership. It is subsequently measured at the lower of 
the carrying amount and its net realisable value. No depreciation is charged in 
respect of these properties. Any subsequent write-down of the acquired property 
to net realisable value is recognised in the statement of comprehensive income, 
in impairments. Any subsequent increase in the net realisable value, to the     
extent that it does not exceed the cumulative write-down, is also recognised in 
impairments. Gains or losses on disposal of repossessed properties are reported 
in Other operating income or Operating expenditure.                             
4. Accounting Estimates:                                                        
The preparation of financial statements requires management to make             
judgements, estimates and assumptions that affect the application of accounting 
policies and the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates. Except as described below, in   
preparing these condensed consolidated financial statements, the significant    
judgements made by management in applying the Group`s accounting policies and   
the key sources of estimation certainty were the same as those that applied to  
the consolidated financial statements for the six months ended 31 August 2010   
and year ended 28 February 2010. During the year ended 28 February 2011         
management reassessed its estimates in respect of: the recoverable amount of    
investments and intercompany loans in each subsidiary; the recoverable amount of
trade and other receivables in conjunction with current economic climate and    
reasonable recoverability and deferred tax assets.                              
5. Impairments of trade and other receivables                                   
The majority of the impairment of trade receivables is based on underlying      
security value and recoverability at the time of reporting. The security values 
and recovery strategies were reassessed and renegotiated at 28 February 2011,   
the provisions and impairments were adjusted accordingly.                       
Impairment and provisions                                                       
28-Feb-11       28-Feb-10     
                                                      R`000           R`000     
Movement in impairment and provision                  25,917          95,140    
6. Non current assets held for sale                                             
The office building held for sale in 2010, was sold during 2011. In 2011,       
security on a loan was perfected by way of property deed transfer into the      
Group. The property was placed on the market prior to 28 February 2011 year end 
and is still in the process of being transferred to the buyer.                  
7. Property in possession                                                       
The Company perfected its security over properties in order to protect its      
capital advances in terms of its loan, by taking transfer of ownership. The     
development on the properties needs to be finalised in order for the Group to   
recover its capital. The properties are now deemed as properties in possession, 
pending realisation of the above mentioned process.                             
                                                  28-Feb-11       28-Feb-10     
                                                      R`000           R`000     
Almika Properties (Pty) Ltd - Benoni Gauteng           7,029           6,997    
Green Oaks - Centurion Gauteng                        28,837               -    
Impairment adjustment                                (10,522)              -    
Total                                                 25,344           6,997    
8. Segmental information                                                        
Figures in ZAR thousands                                                        
28 Feb 2011                         Bridging   Personal &  Other &    Total     
                                    Finance   Short Term Head office            
Revenue and other income               4,912      34,518    17,408   56,838     
Costs                                   (790)    (34,070)  (17,741) (52,706)    
Segmental profit/(loss)                4,122         448      (333)   4,237     
Net asset value                      (28,148)    (16,247)   70,474   26,079     
28 Feb 2010                         Bridging   Personal &    Other    Total     
                                    finance   Short term                        
Revenue and other income              40,602      52,954    12,513  106,070     
Segmental (loss)                    (264,724)    (31,473)  (10,299)(306,496)    
Net asset value                       41,364     (15,316)   (2,362)  23,686     
Other Notes                                                                     
1. Corporate governance                                                         
The Directors and senior management of the Group endorse the Code of Corporate  
Practices and Conduct as set out in the King II report on Corporate Governance. 
Having regard for the size of the Group, the Board is of the opinion that the   
Group complies with the Code as well as with the Listings Requirements of the   
JSE Limited in all material respects. The Group performs regular reviews of its 
corporate governance policies and practices and strives for continuous          
improvement in this regard. The Group has adopted King III and is in the process
of implementation.                                                              
2. Human resources                                                              
Ongoing skills and equity activities continue to ensure compliance with current 
legislation. Plans continue in terms of initiatives embarked upon that          
contribute to broader skills development and sourcing appropriately qualified   
staff on an ongoing basis.                                                      
3. Dividend                                                                     
The Company will not pay a dividend for the 2011 financial year.                
Comments from the board                                                         
1. The macro-economic environment                                               
The next two years will be challenging  times for the financial services        
industry and in particular the providers of credit. The banks continue to be    
extremely cautious and credit remains a scarce commodity across many market     
segments and in particular in the lower income households. The cautious approach
to lending comes from the excesses of the latter part of the last decade, where 
over extension of credit was prevalent, as well as the raft of legislation that 
has impacted on the financial markets in general, and the banks in particular.  
The National Credit Act ("NCA"), which requires credit providers to assess the  
affordability of repayments for loan applicants, is limiting access to credit   
facilities to, specifically lower income households. The National Credit        
Regulator ("NCR") is still trying to thrash out the practical implementation of 
the National Credit Act with the main stream banks, the micro finance industry  
("MFI") and the recently formed debt counselling industry.                      
The introduction of the Consumer Protection Act and the new Companies Act has   
added further challenges for those extending lines of credit.  Added to this,   
the planned implementation of Basel III capital standards and the impact it will
have on bank`s cost of capital, and notwithstanding the extended implementation 
timeline, is forcing regulated financial institutions to relook at their risk   
models.                                                                         
"There remains underlying tension between the trade-off between safety within   
the financial system and its ability to support economic growth." (KPMG _ Basel 
III Pressure is Mounting - December 2010). Whilst the comment refers            
specifically to Basel III, it is pertinent to the South African market across   
all the legislative and economic changes experienced in the last three years.   
Pressure is on the banks to repeat the growth rates seen in the earlier part of 
the last decade whilst dealing with the debt overhang from the same period.     
Whilst inroads have been made in managing non performing debt, there is still a 
significant market for the purchase of distressed debt from the banks and fund  
investors who were willing lenders during the property boom and we believe this 
will continue for some time yet.                                                
The SA Reserve Bank ("SARB") noted in its March 2011 Financial Stability Review 
that "the share of credit extended to private households declined from June to  
December 2010" whilst "gross loans and advances increased in December 2010      
compared to a year ago, albeit at a moderate pace. Banks` lending standards are 
showing signs of loosening, although it is not expected to have a significant   
impact on credit extension, given the extent of household debt".                
The sobering fact is that any wish by Politicians to see a significant easing in
lending standards by commercial banks and, notwithstanding lower interest rates,
is unlikely to have a significant impact on credit extension to households in   
the short term. The SARB advises that of a total of 18.5 million credit active  
consumers, nearly 50% (8.61 million) have impaired credit records with a        
deteriorating trend in the last quarter of 2010.                                
The economic environment and Afdawn                                             
Having regard to  the regulatory environment as well as the banks` reluctance to
extend credit provides Afdawn ample opportunity to grow its business in personal
as well as structured lending. Elite, our micro-finance business has, during the
period of uncertainty for the Group following the removal of the executives in  
2009, tightened up on systems and, in particular, it`s debt recovery operations.
The call centre, which was developed to deliver loans, is also bearing fruit.   
The traditional delivery channel in the MFI remains front offices which are both
costly and can increase the risk of fraud and default. Corporate employers,     
which Elite targets to provide micro loans to the workforce, are happy that     
employees do not have to leave their place of work in order to apply for a micro
loan. This gives Elite a distinct advantage in its target market segment.       
The Afdawn Property Transfer Funds ("PTF"`s) continue to collect the loan books.
The legal process is at an advanced stage for the majority of outstanding loan  
debtors. The legal process is long and is exacerbated by the nature of loans    
that the Group undertook prior to 2009 where agreements were sometimes left     
wanting and security was not always properly taken, if at all. However, progress
is being made and we are comfortable that the net book value is recoverable .   
The medical aid discounting operation, Dumont Healthcare, has stabilised        
following internal fraud. We believe that medical loans and medical aid         
discounting is an attractive and growing market and we will endeavour to grow   
this business albeit off a low base.                                            
Through the development of well staffed and structured debt recovery departments
in both Elite and the PTF`s, the Group is well placed to assist other           
institutions with debt management. We currently manage a property book on behalf
of a hedge fund and have had a number of approaches to take on additional books 
for a management fee.                                                           
Any growth in Afdawn is dependent on the recapitalisation of the Group. In order
to achieve this there are ongoing issues that are receiving the Board`s full    
attention. We are pleased to advise that, after lengthy and drawn-out           
negotiations, we signed a settlement agreement with the National Housing Finance
Corporation Limited ("NHFC"), the Group`s largest creditor, on 30 May 2011. This
removes the last remaining impediment to the recapitalisation of the Group.     
We have concluded discussions with various parties regarding the                
recapitalisation of the Group which has resulted in us being able to propose a  
fully underwritten rights issue of R25 million as well as raising a convertible 
bond in Elite for R10m. We shall shortly approach the shareholders with full    
details of the planned recapitalisation and to seek approval for the issue of a 
convertible bond.                                                               
Due to the Group`s recent past including the discovery of fraud and             
mismanagement, the re-establishment of some market credibility remains a high   
priority for the Board. The Board and operating executive remain committed to   
increasing shareholder value. The clean up, which commenced last year, in the   
operations and financial reporting is now complete. Proper governance is now in 
place with the formation of Board sub-committees and an operating executive     
committee. This has been undertaken against a background of limited cash        
reserves. Ms H Hickey`s appointment to the Board and chair of the audit         
committee has added significant weight to the Group`s risk and control          
processes. Ms Hickey is well known in the corporate South Africa having chaired 
the South African Institute of Chartered Accountants for a number of years and  
currently is Chair of a number of Board audit committees of listed companies.   
Strategically we will finalise the recapitalisation of the Group as this is     
essential for growth and sustainability. Strategic emphasis will be placed on   
our personal finance businesses where the potential to grow and the reward is   
greatest, subject to the efficient management of the risks; an area in which the
Group is well versed. We will maximise the use of our skilled personnel and     
systems in order to leverage our intellectual property in the sector. We will   
further reduce costs through the divisionalisation of the Group into two        
distinct product groupings; personal finance and secured structured finance and 
will institute shared services across all business units. We will pursue well   
structured and secured bridging finance but, we believe, the market potential   
remains, at best, neutral due to limited access to credit.                      
Operational overview                                                            
The Group has performed admirably in spite of the lack of additional capital.   
The consolidated net profit after tax of R3,6m  is against a significant write  
off in 2010 where a loss of R306m was incurred. In addition, in the year ended  
28 February 2010 the Group wrote off a further amount of R548,5m in respect of  
prior years. This resulted in a loss of 214% of the Group`s paid up capital. The
current net asset value is an improvement on that disclosed in the interim      
results due to the profit earned in the second half as well as an excess        
provision which was reversed in the period.                                     
The personal finance business has fared well although continues to suffer from  
the lack of access to new capital. Elite returned an operating profit of R1,2m  
(2010: loss of R3,7m). The level of provisioning has reduced to 18% (2010 -     
24.9%) and reflects the efforts made in improving collections. The Executive    
believe, however, that as some of the older accounts, inherited through the use 
of commission agents in placing business in the past, are worked through the    
provisions level should reduce even further. Dumont returned a loss for the year
of R2,0m (2010 - loss of R6,6m). The business suffered through the actions of a 
previous employee who, having been dismissed following a fraud, then approached 
a number of the Company`s clients to solicit business. A legal claim has been   
lodged against the individual and the business has been stabilised.             
The structured finance business remains as a collection book. No new loans have 
been advanced and we will continue to pursue defaulters through the courts but  
only when the recoverability outweighs the cost of collection. The PTF`s have   
returned a profit of R2,9m (2010 - loss of R23,8m) for the year based           
predominantly on the success of over recovering on loans previously provided.   
The Group has bought in a number of properties and currently holds these as     
"Property in Possession". These properties in possession have been valued at    
year end which resulted in an impairment adjustment of R10,5m (2010 : R-).      
Allegro Holdings (Pty) Limited                                                  
As mentioned in the 2010 Annual Report, a subsidiary company, Allegro Holdings  
(Pty) Limited was placed in curatorship in 2009 and was therefore               
deconsolidated. At that time Allegro was indebted to Afdawn in the amount of    
R3,8m. The curator has repeatedly made verbal claims against the Group regarding
a possible claim that he claims to have against Afdawn and/or its subsidiaries. 
This has been ongoing since early 2010 and, notwithstanding written requests to 
the curator; no formal claim has been forthcoming, nor have we been advised of  
the basis of any claim. Equally, as an investor in Allegro, we have been unable 
to obtain any reports from the curator regarding the current financial position 
of Allegro. The Board continues to be unable to substantiate any possible claims
and as a result no provision has been made for any such contingency.            
Changes to the Board of Directors                                               
The composition of the Board and its sub-committees changed since the last year 
end. As reported at the interim stage, Mr A Potgieter resigned on 7 May 2010 as 
independent non-executive director. Mr RR Emslie resigned as independent non-   
executive director and chairman on 22 July 2010. Mr PC Gordon and Ms L Taylor   
were appointed on the same day as executive chairman and independent non-       
executive director respectively. Mr TF Kruger was appointed 2 August 2010 as    
financial director. Mr M Patel and Mr S de Bruyn resigned as non-executive      
directors on 1 November 2010. Mrs HH Hickey was appointed as non executive      
director and chair of the audit committee on 21 February 2011. Due to the fact  
that Afdawn has appointed an executive chairman, Mr C Wiese was appointed as    
lead independent director on 8 March 2011                                       
2. Going concern update                                                         
The Group has access to funds to ensure its continued trading beyond the current
financial year. As was the case last year, the Group has not had access to new  
capital and has been unable to grow the existing businesses. Notwithstanding the
shortage of capital we have managed to install austerity measures to ensure that
the various business units continued to operate, albeit not at maximum capacity,
whilst we dealt with a number of corporate issues which required resolution     
prior to any recapitalisation. The final impediment to raising new capital has  
been resolved with the completion of a settlement agreement with the National   
Housing Finance Corporation Limited ("NHFC") regarding the Group`s outstanding  
obligations to this organisation. This has removed a  material uncertainty which
has been inherent in the business ever since default occurred on the NHFC       
facilities and which was triggered when the majority of the executive directors 
were removed from the Board at the Annual General Meeting in October 2009.  The 
Group can now proceed with its recapitalisation and, as mentioned previously,   
Shareholders will be advised of the terms thereof in due course.                
3. Update on past Board members and professional advisors                       
Following from the forensic audit commissioned in 2010, the Board and executive 
are co-operating with the appropriate regulatory authorities and the South      
African Police Services. Shareholders will be informed on developments relating 
to this matter.                                                                 
4. Further Cautionary Announcement                                              
Shareholders are referred to the Cautionary Announcement released on 4 May      
2011. In this announcement Shareholders were advised that the Company was still 
in discussions with various parties regarding the raising of additional funding 
for the Group. As the Group has concluded further discussions, the              
recapitalization of the Group can proceed through a fully underwritten rights   
issue of R25 million and raising a R10 million convertible bond in Elite. The   
terms and conditions of the aforesaid will be disclosed in a circular to        
Shareholders in due course. Shareholders are advised to continue exercising     
caution when dealing in the Company`s securities until a further announcement is
made with regard to this matter.                                                
Administration                                                                  
African Dawn Capital Limited                                                    
("African Dawn" or "the Company" or "the Group")                                
Registration number: 1998/020520/06                                             
(Incorporated in the Republic of South Africa)                                  
JSE share code: ADW ISIN code: ZAE000060703                                     
Registered office: 1 st Floor, Dunkeld Place, 12 North Road, Dunkeld West,      
Johannesburg, Republic of South Africa                                          
Tel:  +27 (11) 341 0860  Fax: +27 (11) 325 2716                                 
Directors: PC Gordon (executive chairman), TF Kruger (financial director), SW de
Bruyn (non-executive)(resigned 1 November 2010), MM Patel (independent non-     
executive)(resigned 1 November 2010), CF Wiese (independent non-executive), L   
Taylor (independent non-executive), HH Hickey (independent non-executive)       
Company secretary: LW Viljoen                                                   
Auditors: Grant Thornton                                                        
Designated Advisor: Sasfin Capital, a division of Sasfin Bank Limited           
Transfer secretaries: Computershare Investor Services (Proprietary) Limited     
70 Marshall Street, Johannesburg, 2001                                          
Date: 31 May 2011                                                               
Date: 31/05/2011 16:00:05 Produced by the JSE SENS Department.                  
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