You are on page 1of 1

(Incorporated in Zimbabwe on 2 July 1971 under registration number 643/1971) (African Sun or the Company)

PRESS ANNOUNCEMENT TO ALL SHAREHOLDERS


The Board wishes to advise shareholders of the disposal of 294 705 134 Linked Units in Dawn Properties Limited for a consideration of US$4,332,165 to Lengrah Investments (Private) Limited, Lengrah , a Hotel and Real Estate Investment Company incorporated in Zimbabwe. The disposal was undertaken solely for the purpose of reducing short-term debt, pursuant to the Companys strategic thrust of strengthening the Groups capital structure as communicated previously. The transaction was effected on the Zimbabwe Stock Exchange (ZSE) on 2 October 2013 at a price of US$0.0147 per Linked Unit. The Linked Units sold were acquired last year as advised in an Announcement to Shareholders published on 19 June 2012 for a consideration of US$3,710,422 (US$0.01259 per Linked Unit). The transaction price of US$0.0147 per Linked Unit represents an effective 53% premium on the 30-day Volume Weighted Average Price of Dawn Properties Linked Units as at 21 August 2013, resulting in a cash prot of US$503,862 on the original purchase price of these Linked Units. Net proceeds from the disposal will be applied entirely towards reduction of short-term debt with the following benets expected to accrue to the company: Reduction of finance costs by US$70,000 a month (US$840,000 per annum) going forward and Reduction of the companys total short-term debt by 32% from US$12,390,090 reported for the six months ended 31 March 2013. The disposal has triggered a mark down of the entire class of the Linked Units held, which could potentially result in a charge of US$8,775,097 to the Income Statement for the year ended 30 September 2013, subject to further assessment of the value-in-use of this investment. Nonetheless, it is the Boards view that the benets that will accrue from the disposal of the Linked Units far outweigh the marked down charge that will be suffered in the current nancial year. The Linked Units disposed of had a carrying amount of US$8,020,370. The Company will however remain a holder of 406,466,976 Dawn Properties Limited Linked Units, constituting 16.54% of the total issued Linked Units in Dawn Properties Limited. Below is a summary detailing the transaction:

The carrying amount of the 406,466,976 Linked Units in Dawn Properties Limited will potentially be marked down to US$5,975,065, subject to a further assessment of valuein- use at Year End F13. *The Company retains ownership of 406 466 976 Linked Units in Dawn Properties Limited after the disposal, these have been valued at the same transaction price in order to come up with an indication of the potential mark down. In terms of Section 10 of the ZSE Listing requirements, Lengrah Investments (Private) Limited is considered a related party. Accordingly and as per the requirement of the said section, full details on that relationship are provided below: Lengrah Investments is a subsidiary of Brainworks Capital Management (Private) Limited (Brainworks Capital). There are ongoing processes between Lengrah Investments and an Australian based fund and Jersey registered Investments Company ,which processes currently await the Reserve Bank of Zimbabwe exchange control approval. Brainworks Capital is a private equity investment and advisory services rm which also has a benecial shareholding in African Sun Limited through the following investment vehicles; Riustrix Investments (Private) Limited - 19.33% Ecobank Asset Management (Private) Limited - 7 .72% Cotition Investments (Private) Limited - 2.72% Criben Investments (Private) Limited - 1.53%

Dr. Shingi Munyeza, the Chief Executive Officer of African Sun Limited previously controlled the above vehicles through his family trust, Nhaka Trust, and in a recent cash and share transaction with Brainworks Capital, his family trust now owns 17 .02% of Brainworks Capital. The disclosed shareholding constitutes the full extent of the relationship with African Sun Limited as Brainworks does not yet have board representation on the African Sun Limited Board. Mr George Manyere, an appointee of African Sun Limited onto the Dawn Properties Board is a director of both Lengrah Investments and Brainworks Capital (Private) Limited. Brainworks arranged the financing used to acquire the 12% Linked Units which are the subject of this disposal. As was advised in a notice dated 19 June 2012, these shares were acquired as a pre-emptive measure to help resolve tenancy issues with Dawn Properties Limited. We are happy to inform shareholders that signicant progress has been made in this regard and a cordial business relationship now subsists between the two entities. Brainworks Capital acted as an advisor to African Sun Limited in the refinancing of short-term debt in September 2012.

The disposal was conducted on terms considered arms length, at a price that was supported by valuation of the Linked Units performed by an independent nancial advisor duly registered by the Securities Exchange Commission. The Board wishes to advise that other debt reduction initiatives are being pursued, and shareholders will be advised in due course as appropriate. In terms of section 9.25-28 of the ZSE Listing requirements, a circular providing more details of this transaction will be prepared and circulated to all shareholders within 28 days of this notice. BY ORDER OF THE BOARD E T SHANGWA COMPANY SECRETARY REGISTERED OFFICE AFRICAN SUN LIMITED Ofce No. 1708, 17th Floor, Crowne Plaza Monomotapa, 54 Parklane, Harare 3 October 2013

Directors: B L Nkomo (Chairman), S A Munyeza (Group Chief Executive)*, D W Birch, E A Fundira, V W Lapham, A Makamure, N G Maphosa, N Mangwiro (Group Finance Director)*, N R Ramikosi. *Executive

You might also like