SENS Announcements

Voluntary Announcement – Restrucure Of Sekunjalo Technology Solutions Limited

African Equity Empowerment Investments Limited
(Formerly Sekunjalo Investments Limited)
(Incorporated in the Republic of South Africa)
Registration number 1996/006093/06
Share code: AEE
ISIN: ZAE000195731
("AEEI" or “the Company”)

VOLUNTARY ANNOUNCEMENT – RESTRUCURE OF SEKUNJALO TECHNOLOGY SOLUTIONS
LIMITED (“TSL”)

Overview of restructure

Shareholders are hereby advised that TSL, a subsidiary of AEEI has
distributed a circular to TSL shareholders in order to, inter alia,
restructure its share capital and change the name of TSL to Ayo
Technology Solutions Limited (“Circular”).

The rationale for the share capital restructure is that TSL has
historically issued ordinary and "N" ordinary shares to shareholders,
with different rights attached thereto.

Accordingly, TSL wishes to consolidate its two classes of shares, the
ordinary shares and "N" ordinary shares, into one class of shares,
which consolidation is to be implemented by way of a scheme of
arrangement in terms of section 114(1)(a) of the Companies Act No 71
of 2008 (“Companies Act”), proposed by the board between TSL and the
TSL shareholders, including AEEI.

The scheme requires an increase in the authorised share capital of
TSL, as well as the conversion of the TSL shares from shares having a
par value to no par value shares.

Should the scheme be implemented, it will allow all the shareholders
to participate in the future profits of TSL and have equal voting
rights.

Scheme participants, including AEEI will, if the scheme becomes
operative and with effect from such date, receive, one no par value
share for every one "N" ordinary share or ordinary share they hold in
TSL.

TSL has over the past five years shown consistent year on year growth
and delivered strong operating profits for the 2016 financial year of
R38 million, up by 36% (2015: R28 million).

AEEI’s key strategic focus during 2016 and its Vision 2020 Vision, is
to grow the business through continued organic growth and through
acquisitions. AEEI also plan to list TSL in the short to medium term.

Independent Experts Report
In terms of the Companies Act, Nexia SAB&T Chartered Accountants
Incorporated was appointed as the independent expert to prepare the
fair and reasonable opinion in relation to the scheme. The independent
expert has found the scheme to be fair and reasonable to TSL
shareholders and has determined an indicative market value per TSL
ordinary share prior to the scheme of R 2.73 per share. TSL have
202 151 960 shares in issue and this will not differ materially after
the completion of the scheme.

Circular and general meeting

Copies of the Circular can be obtained at http://aeei.co.za/sekunjalo-
technology-solutions-limited-circular-annexures/. The general meeting
of TSL shareholders will be held at Quay 7, East Pier, Breakwater
Boulevard, Victoria and Alfred Waterfront, Cape Town, South Africa at
09h00 on 27 February 2017.

Cape Town
21 February 2017

Sponsor
PSG Capital

Date: 21/02/2017 12:00:00
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