Notes to the Financial Statements continued
2014 2013
Reconciliation of property, Opening Disposals Depreciation Total
plant and equipment - balance R'000 R'000 R'000
Company - 2014 - (4)
Furniture and fixtures R'000 - (5) 76
Office equipment 80 (3) (37 -
IT equipment 5 (3) (46) 9
Total 49
85
134
Reconciliation of property, Opening Additions Depreciation Impairment Total
plant and equipment - balance R'000 R'000 loss R'000
Company - 2013 (30) (58)
Furniture and fixtures 147 - (8) R'000 80
Office equipment 13 67 (21) 21 5
IT equipment 37 (87) -
Total 134 49
294 (131) 134
(110)
Pledged as security
Motor vehicles which have been included in the Non-current asset held for sale during the current year with a cost of R753,241 (2013:
R753,241) are held as security under the finance lease indicated in note 17.
A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at
the registered office of the company.
2014 2013
4. Intangible assests Cost Accumulated Carrying Cost Accumulated Carrying
Group R '000 amortisation value R '000 amortisation value
R '000
Micro finance software - R '000 R '000 829 R '000 819
Medical finance software - - - 973 (10) 973
Total - - - 1,802 - 1,792
- - (10)
Reconcilliation of intangible assests Toatal
Group - 2014 Opening Additions Classified as -
Micro finance software balance 171 held for sale -
Medical finance software 880 -
Total 819 (990)
973 1,051 (1,853)
1,792 (2,843)
Reconcilliation of intangible assests Opening Additions Classified as Toatal
Group - 2013 balance 829 held for sale 819
Micro finance software 973 973
Medical finance software - (10)
Total - 1,802 - 1,792
-
(10)
The computer software relate to internally generated computer systems that were specifically developed to support and upkeep the
unsecured and medical finance business model. The costs are amortised over the period of the expected use from the related project
on a straight-line basis. The carrying value is reviewed for impairment on an annual basis.
Included in computer software is the cost of R1,262,220 (2013: R 1,441,991) attributable to software, relating to an asset under
construction and not yet amortised.
48AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
5. Interests in subsidiaries including consolidated
structured entities
The following table lists the entities which are
controlled by the group, either directly
or indirectly through subsidiaries. % voting % voting Carrying Carrying
power amount
power 2014 amount
2013
Name of company Held by 100.00% 100.00% 2014 2013
100.00% 100.00%
ABC Cashplus Financial Services Proprietary Limited 100.00% 100.00% --
100.00% 100.00%
ABC Cashplus (Randburg) Proprietary Limited * 100.00% 100.00% --
100.00% 100.00%
African Dawn Kwazulu Natal Proprietary Limited ** 100.00% 100.00% --
100.00% 100.00%
African Dawn Property Transfer Finance 1 Proprietary Limited 100.00% 100.00% --
100.00% 100.00%
African Dawn Property Transfer Finance 2 Proprietary Limited 100.00% 100.00% --
100.00% 100.00%
African Dawn Debt Management Proprietary Limited # 100.00% 100.00% --
100.00% 100.00%
African Dawn Property Transfer Finance 5 Proprietary Limited 100.00% 100.00% --
100.00% 100.00%
African Dawn Social Education Proprietary Limited 100.00% 100.00% --
100.00%
African Dawn Wheels Proprietary Limited - 100.00% --
- 100.00%
African Dawn Wheels Operations Proprietary Limited 100.00% 100.00% --
100.00%
Albistar Investments Proprietary Limited *** --
Almika Properties 81 Proprietary Limited --
Amalgum Investments 138 Proprietary Limited x --
Bhenka Financial Service Proprietary Limited --
Elite Group Proprietary Limited - 3,322
Candlestick Park Investments Proprietary Limited 5,279 5,279
Elatiflash Proprietary Limited *** --
Elite Group 1 Proprietary Limited * --
Elite Group Cell No. 00181 Proprietary Limited * --
Nexus Personnel Finance Proprietary Limited --
Nexus Personnel Finance 2 Proprietary Limited --
5,279 8,601
# African Dawn Debt Management Proprietary Limited was formerly known as African Dawn Property Transfer Finance 4 Proprietary
Limited.
X Amalgum Investments 138 Proprietary Limited shares were transferred to African Dawn Capital Limited in 2013.
The shares were previously held by African Dawn Property Transfer Finance 2 Proprietary Limited.
All subsidiaries are incorporated in the Republic of South Africa and are owned by African Dawn Capital Limited except for the following
companies that are owned by:
* Elite Group Proprietary Limited
** Bhenka Financial Services Proprietary Limited
*** African Dawn Property Transfer Finance 2 Proprietary Limited
The carrying amounts of the subsidiaries are shown net of impairment losses.
The carrying amounts of investments in subsidiaries were reassessed for impairment at year end and no impairments were deemed
necessary.
The indicated holding percentage is based only on shareholding between the holding company and the subsidiary.
49AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
6. Loans to (from) group companies
Holding company
Nexus Personnel Finance Proprietary Limited - - 17,948 18,486
The loan is unsecured, interest free and has no fixed terms of repayment. * -
- - (65) (70)
African Dawn Social Education Proprietary Limited -
The loan is unsecured, interest free and has no fixed terms of repayment. - - (6,878) (6,888)
-
Bhenka Financial Services Proprietary Limited - - 32,203 36,610
The loan is unsecured, interest free and has no fixed terms of repayment. -
- - 7,271 8,502
African Dawn Property Transfer Finance 2 Proprietary Limited -
The loan is unsecured, interest free and has no fixed terms of repayment. * - - 494 502
-
African Dawn Property Transfer Finance 1 Proprietary Limited - - 3,170 3,165
The loan is unsecured, interest free and has no fixed terms of repayment. * -
- - 14,566 12,715
African Dawn Wheels Proprietary Limited -
The loan is unsecured, interest free and has no fixed terms of repayment. * - - 137 531
-
African Dawn Kwazulu Natal Proprietary Limited - - 12 6
The loan is unsecured, interest free and has no fixed terms of repayment. *
- 21,518 22,212
African Dawn Debt Management Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. * - 95
Candlestick Park Investments Proprietary Limited - 75
The loan is unsecured, interest free and has no fixed terms of repayment. *
- 11 6
Almika Properties 81 Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. * - 12 7
Elite Group Proprietary Limited - 95
The loan is unsecured, interest free and has no fixed terms of repayment.
- 90,424 95,799
African Dawn Wheels Operations Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. * - (50,894) (53,735)
Amalgum Investments 138 Proprietary Limited - 39,530 42,064
The loan is unsecured, interest free and has no fixed terms of repayment. *
Elatiflash Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. *
Albistar Investments Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. *
ABC Cashplus (Randburg) Proprietary Limited
The loan is unsecured, interest free and has no fixed terms of repayment. *
Impairment of loans
Total
* The loans have been subordinated to the extent that the subsidiaries' liabilities exceeds their assets in favour of other creditors of
the subsidiaries for as long as the subsidiaries' liabilities exceeds its assets.
Current assets - - 46,473 49,022
Current liabilities -
- - (6,943) (6,958)
- 39,530 42,064
50AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
6. Loans to (from) group companies continued
Loans to group companies impaired
As of 28 February 2014, loans to group companies of R 97,367,338 (2013: R 102,757,250) were impaired and provided for.
The amount of the impairment was R 50,893,577 as of 28 February 2014 (2013: R 53,735,250).
The creation and release of allowances for impairments of loans have been included in operating expenses.
All intercompany loans are unsecured with no fixed terms of repayment. The loan balances have been assessed for recoverability and
the impairment allowances were made accordingly. The R 39,5 million indicates the fair value of the intercompany loans.
The maximum exposure to credit risk as at the reporting date is the fair value of each class of loan mentioned above. Intercompany
loans receivable are classified as loans and receivables. Intercompany loans payable are classified as liabilities at amortised cost.
7. Other financial assets
Receivables - 938 --
Elite Rustenburg Mines Purchaser
Non-current assets - 638 --
Loans and receivables
Current assets - 300 --
Other Receivables - 938 --
Other financial assets in the current year have been allocated to Non-Current Assets held for sale as they relate to the Elite Group
Proprietary Limited company that is being disposed of.
The subsidiary "Elite Rustenburg Mines Proprietary Limited" was sold in the 2011 financial year for a total of R1,223,000 repayable at
R25,000 per month. The outstanding balance is recoverable by way of a renegotiated settlement agreement, stipulating renegotiated
repayment terms with additional security for Afdawn. The amount does not attract interest. Receivables are subsequently measured
at amortised cost. The effective market rate of prime was used. The balance was evaluated for impairment and the security held has
sufficient value to cover the outstanding balance.
The security on the receivable is an unsecured debtors book that is being collected by Elite and all collections are to the benefit of Elite.
The loans are assessed for recoverability on a monthly basis by the credit committee, and impairments are made accordingly.
51AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
8. Financial assets by category
The accounting policies for financial instruments have been applied to the line items below:
Group - 2014 Loans and receivables Total
Trade and other receivables 19,024 19,024
Cash and cash equivalents 1,084
20,108 1,084
20,108
Group - 2013 Loans and receivables Total
Other financial assets 938 938
Trade and other receivables 82,838
Cash and cash equivalents 82,838 9,014
9,014 92,790
92,790
Company - 2014 Loans and receivables Total
Loans to group companies 46,473 46,473
Trade and other receivables 2,151
Cash and cash equivalents 397 2,151
49,021 397
49,021
Company - 2013 Loans and receivables Total
Loans to group companies 49,022 49,022
Trade and other receivables 2,697
Cash and cash equivalents 320 2,697
52,039 320
52,039
In the current period there were no group assets held at fair value, either designated upon initial recognition or held for trading.
The financial assets are included at the value that approximates fair value
9. Operating lease asset (accrual)
The operating lease accrual is raised to adjust the lease expense to the approximate fair value on the lease over the full period of the
lease on the premises in Constantia Kloof which concludes at the end of March 2015.
52AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
10. Properties in possession
Almika Properties 81 Proprietary Limited, Benoni, Gauteng 7,029 - --
Greenoaks - Centurion, Gauteng 44,415 44,415 --
Greenoaks - PTF3 share of property (16,174) (16,167) --
Erf 1593 - 1599 Volksrust, Mpumalanga 35,270 28,248 --
Impairment Allowance (10,522) (6,913) --
Carry Value 24,748 21,335 --
- The Almika Properties 81, Benoni property was due to be sold as units were develpoed but due to delays in construction the project
has been re-classified as property in possession.
- The Greenoaks Centurion property has continued to operate as a residential housing complex within a subsidiary pending the
outcome of legal proceedings. Management review the facts surrounding the value of the property and make adjustments to
impair accordingly.
The asset class allows for realisation through sale.
11. Trade and other receivables
Trade receivables 148,484 205,097 - -
Impairment allowance (130,122) (125,475) - -
Deposits - -
VAT 124 124 -
Other receivables 473 502 2,151 2,697
538 3,092 2,151 2,697
19,497 83,340
Refer to notes 34 for a detailed analysis of the trade debtors.
Trade and other receivables are held as loans and receivables net of impairments.
Trade receivable with regards to Nexus Personnel Finance Propertary Limited with a gross of R 44,5 million impaired by R 38,7 million
to the net value of R 5,8 million (2013: R 7,1 million) has been ceded as security on borrowings related to the National Housing Fund
Corporation as indicated in note 16.
Included in the trade receivable are loans made in the bridging finance segment which are secured by general and specific cessions
by debtors.
53AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
12. Cash and cash equivalents
Cash and cash equivalents consist of:
Cash on hand 1 435 13
Bank balances 1,077 5,501 390 317
Other cash and cash equivalents 3,078
Bank overdraft 6 6-
(1) - --
Current assets 1,083 9,014 397 320
Current liabilities 1,084 9,014 397 320
(1) --
Cash and cash equivalents. 1,083 - 397 320
Cash and cash equivalents are classified as loans and receivables. 9,014
Other cash and cash equivalents.
Other cash and cash equivalents relates to monies held in trust.
13. Non-current assets held for sale and discontinued operations
In line with the new vision for the group, management have decided to discontinue the personal and short term financing division of
the group including Elite Group Proprietary Limited and Nexus Personnel Finance Proprietary Limited. The directors are in discussion
with potential buyers for the acquisition of Elite Group Proprietary Limited. The company's assets and liabilities have been reclassified
as Non-current assets held for sale as indicated below.
Assets and liabilities - 709 --
- 3,420 --
Non-current assets held for sale - 4,129 --
ERF 1593 - ERF 1599 Volksrust, Mpumulanga
ERF 149 Anzac, Benoni
ERF 1593 - ERF 1599 Volksrust, Mpumulanga was sold during the financial year for a loss of (R311,141).
Partially developed land at ERF149 Anzac, Extension 2, Benoni, Gauteng has been re-classified as property in possession as no viable
buyer has been found.
The subsidiary Elite Group Proprietary Limited has been classified as Non-Current Assets held for sale as management are in discussion with
potential buyers for the acquisition of Elite Group Proprietary Limited. The carrying amounts of the disposal group are summarised as follows:
Assets of disposal groups 949 -- -
Property, plant and equipment - - 3,322 -
Subsidiaries -- -
Other financial assests 807 -- -
Cash and Cash equivalents 5,982 -- -
Trade and other receivables 52,732 -- -
Intangible assets 2,843 -- -
Impairment to non-current asset held for sale (3,547) - 3,322 -
59,766 - 3,322 -
Liabilities of disposal groups 59,766
Borrowings -- -
Trade and other payables 16,943 -- -
Finance lease obligation 3,310 -- -
282 -- -
20,535
54AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
13. Share capital
Authorised 50,000,000 50,000,000 50,000,000 50,000,000
5,000,000,000 Ordinary shares of 1c each
The total shares in issue as at 28 February 2014 amounted to 508 184 155.
Reconciliation of value of shares issued: 284,634 284,634 284,634 284,634
Reported as at 1 March 2013
Issued 5,074 5,074 5,074 5,074
Ordinary 292,392 292,392 292,392 292,392
Share premium (12,832) (12,832) (12,832) (12,832)
Treasury shares 284,634 284,634 284,634 284,634
As part of the capital raising completed on 31 October 2011, two convertible bonds were issued which are convertible into ordinary
share capital at the option of the holder after 3 years from the commencement date. Further details on the convertible bonds are
disclosed in note 15.
Unissued shares: At the annual general meeting 5% (2013:5%) of the issued ordinary share capital at the time of the meeting were
placed under the control of the directors until the next annual general meeting.
15. Compound instruments
Convertible bond terms
During 2012 two separate convertible bonds were issued. The holders of the instruments had the ability to redeem the amount owing
in cash or convert the amount owing into equity shares. This discretion gives rise to the existence of a contractual obligation of one
party to deliver cash or another financial asset to another party, or to exchange financial assets or liabilities under conditions that are
potentially unfavourable.
The terms of the bonds are similar, being convertible over 36 months from issue (3 November 2011), conversion price set at 14 cents
for capital plus any arrears interest at JIBAR + 600 points.
• The convertible bond agreement to Sandown was for a subscription of R10,000,000 which was settled. In 2012 Afdawn negotiated
with Sandown to repay the unutilised portion of the convertible bond under an acknowledgment of debt agreement. The remaining
portion was drawn down in 2013.
• The PCI convertible bond loan was paid in terms of the agreement to the amount of R1,700,000 and the interest has been raised
and repaid quarterly in terms of the agreement.
During the 2013 period, the board signed a cession that resulted in the PCI convertible bond being transferred to STRB Lewende Trust.
The cession stipulates that the new owner has the same rights and responsibilities as the previous owner with all terms and conditions
remaining the same.
The Sandown Convertible bond with Elite Group Proprietary Limited has been transferred to Liabililities Held for Sale.
55AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
15. Compound instruments continued 10,574 4,273 --
- 5,500 --
Sandown Convertible Bond --
Opening balance 1,913 892 --
Capital drawn (12,487) - --
Cost of loan capitalised --
Transfer to non current assets held for sale - (91)
Effective interest adjustment - 10,574 --
--
STRB Lewende Trust (Previously PCI convertible bond) 1,621 1,653 --
Opening balance (143) (194) --
Repaid portion acknowledged --
Interest raised 185 194
Effective interest adjustment - (32)
1,621
1,663
56AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
16. Borrowings
Held at amortised cost 5,000 5,000 --
National Housing Finance Corporation (”NHFC”)
The loan has not been paid during October 2013 in breach of the original
contract with the NHFC. The security on the loan to Nexus has not
been called by the NHFC as Nexus is in the process of renegotiating
the loan. The loan is secured by a cession on Nexus Personnel Finance
Proprietary Limited debtors. The loan originated as funding for
incremental loans in 2004 raised as trade debtors. The loan is secured
on the debtors book that funds were used to fund and are secured to
the extent of the loan against the same debtors. If the loan became
due in the current finacial year it would be paid from trade debtors
collections or debtors to the value and would be handed over to
NHFC per the cession
Rural Housing Finance Corporation (”RHFC”)* - 1,291 --
The loan was repayable between 1 and 2 years and interest was levied --
at prime. The loan was secured by a cession over the associated
debtors. African Dawn Capital Limited provided a guarantee over the
loan facility. The loan has now been settled.
Convertible Bond - Liability portion of compound instrument - - 10,574
Sandown Capital Proprietary Limited*
The conversion period is 36 months from date of issue, conversion
price R 0.14, Interest levied at JIBAR on 3 month discount + 600 basis
points. Refer to notes for further details. The bond has no further
security beyond the issue od ordinary shares in Afdawn. The bond
arose as part of the recapitallisation and rights issue in 2011. The bond
remains in its pre-conversion period during the next period with only
interest repayable in cash.
Convertible Bond - Liability portion of compound instrument - 1,663 1,621 1,663 1,621
STRB Lewende Trust
The conversion period is 36 months from date of issue, conversion
price R 0.14, Interest levied at JIBAR on 3 month discount + 600 basis
points. Refer to notes for further details. The bond has no further
security beyond the issue of ordinary shares in Afdawn. The bond
arose as part of the recapitalisation and rights issue in 2011.
The bond remains in its pre-conversion period during the next
period with only interest repayable in cash.
57AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
16. Borrowings continued
Nedbank Mortgage bond 10,074 11,172 --
The loan is secured on fixed property. Interest is levied at prime - 0.5% 16,737 29,658
and the loan is repayable in instalments of R168,450 per month. The
bond arose as part of a property in possession transaction. Refer to note 9,
Greenoaks. The monthly instalments are funded through the cash
generated through operations at Greenoaks. If the bond became due in
the next period the balance on the loan would be settled on the sale
of the property as per the registered mortgage over the property.
1,663 1,621
Non-current liabilities 8,844 22,366 - 1,621
At amortised cost
Current liabilities 7,893 7,292 1,663 -
At amortised cost 16,737 29,658 1,663 1,621
Borrowings indicated are part of discounted operations so are included in note 13.
Sensitivity analysis
The analysis shows the effect that a change in the repo rate would have had on the profits if rates increased by 1% or decreased by 1%.
Interest bearing borrowings excludes Nexus Balance Profit effect at Repo +1% Profit effect at Repo - 1%
R R R
11,737,060 117,370 (117,370)
11,737,060 117,370 (117,370)
58AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
17. Finance lease obligation - 139 --
Minimum lease payments due - 316 --
- within one year - 455 --
- in second to fifth year inclusive - (62) --
- 393 --
less: future finance charges
Present value of minimum lease payments
Non-current liabilities - 316 --
Current liabilities - 77 --
- 393 --
The finance lease obligations related to Elite Group Proprietary Limited which has been classified as liabilities held for sale. See note 13.
It is group policy to lease certain motor vehicles and equipment under finance leases.
The average lease term was 1-5 years and the average effective borrowing rate was 10% (2013: 10%).
Interest rates are linked to prime at the contract date. All leases have fixed repayments and no arrangements have been entered into
for contingent rent.
The group's obligations under finance leases are secured by the lessor's charge over the leased assets. Refer note 3.
18. Current tax payable (receivable)
Current tax payable (18,226) (18,709) (6,728) (6,728)
Current tax receivable 95 95 - -
(18,131) (18,614) (6,728) (6,728)
Afdawn continues to work closely with SARS on all aspects relating to its tax position in terms of the agreed action plan with SARS.
Documentation as set out in Section 200 of the Income Tax Act, which enables companies to settle their tax obligations with SARS,
has been submitted and queries raised by SARS answered. Afdawn has vigorously explored and consulted with various independent tax
experts to ensure that a beneficial outcome for Afdawn could be achieved. The SARS liability has been fully provided for in our accounts
with regards to returns that have been assessed, disagreements were provided for to the extent of the most likely outcome.
Where assessments have been completed successfully in the Group the correct asset or liability has been raised. Where assessments
are still being finalised a conservative estimate of the correct assessment has been provided.
19. Trade and other payables
Trade payables 832 1,838 792 644
VAT 3,716 5,392 3,712 3,769
Accrued leave pay
Accrued expense 11 856 - 58
Deposits received 1,311 993 1,000 275
257
328 9,336 - -
6,198 5,504 4,746
Trade and other payables are classified as liabilities and are measured at amortised cost.
59AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
20. Financial liabilities by category
The accounting policies for financial instruments have been applied to the line items below:
Group - 2014 Financial liabilities at amortised cost Total
Non current borrowings 8,844 8,844
Current borrowings 7,893 7,893
Trade and other payables 2,482 2,482
19,219
19,219
Group - 2013 Financial liabilities at amortised cost Total
Non current borrowings 22,366 22,366
Current borrowings 7,292
Trade and other payables 3,944 7,292
33,602 3,944
33,602
Company - 2014 Financial liabilities at amortised cost Total
Loans from group companies 6,943 6,943
Current borrowings 1,663 1,663
Operating lease liability 174
Trade and other payables 1,792 174
10,572 1,792
10,572
Company - 2013 Financial liabilities at amortised cost Total
Loans from group companies 6,958 6,958
Non current borrowings 1,621 1,621
Operating lease liability 195
Trade and other payables 977 195
9,751 977
9,751
Financial liabilities are shown at approximate fair value. 10 (54) 289 711
5,109 4,721 --
21. Revenue 1,791
960 6,458 72 41
Rendering of services 6,079 361 752
Rental Income
Interest received
For more detail refer to the segmental report note 36.
22. Other income - (720) --
- 2 --
Administration and management fees received 25 5-
Fees earned 9 545 9 743
Recoveries 34 743 14 743
Other income 570
60AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
23. Operating loss
Operating loss for the year is stated after accounting for the following:
Operating lease charges 448 592 448 592
Premises
• Contractual amounts 68 126 68 126
Equipment 516 718 516 718
• Contractual amounts
Profit / (Loss) on sale of property, plant and equipment (1) - (1) -
Recognition / (Reversal) of impairment on trade and other receivables 6,401 (2,744) (1,175) -
Bad debts written off 1,829 -
Legal fees 153 2,001 - -
Impairment on property, plant and equipment 656 - 110
Impairment on non current assets held for sale 110 - -
Impairments / (Reversal of impairment) - - - (391)
Loss on sale of non-current assets held for sale 3,547 (2,842)* -
Depreciation on property, plant and equipment 654 - 86
Employee costs 242 - 46 4,432
*Reversal on impairment of intercompany loans 311 4,744
94
61 4,603
5,084
24. Investment revenue
Interest revenue 77 553 7 96
Cash and cash equivalents
25. Finance costs
Bank 25 21 --
STBR convertible bond interest 185 162 185 162
Nedbank bond interest 889 968
Other interest paid --
25 24 --
1,124 1,175 185 162
61AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
26. Taxation
Major components of the tax expense
Current 407 166 --
Local income tax - current period
Reconciliation of the tax expense
Reconciliation between accounting profit and tax expense.
Accounting loss (16,719) (4,107) (3,831) (5,386)
Tax at the applicable tax rate of 28% (2013: 28%) (4,681) (1,150) (1,073) (1,508)
Tax effect of adjustments on taxable income 5,088 1,316 1,073 1,508
Tax losses carried forward 407 166 - -
No tax loss is being recognised at year end as final assessments are still pending. The estimated tax loss available for set off against
future taxable income is R 119,952,871 (2013:R 142,857,224).
27. Auditors' remuneration
Fees 486 544 349 448
28. Operating lease
For the current financial period and future periods there are no contingent rents or sublease agreements. All the leases relate to premises
in Gauteng and Kwazulu Natal including Micro Finance front offices.
Future minimum operating lease payments are as follows:
The group’s future minimum operating lease payments are as follows: 2,088 3,074 1,862 1,712
- Within one year - 2,874 - 1,862
- Second to fifth year 5,948 3,574
2,088 1,862
62AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
29. Loss per share
Basic earnings per share
Basic loss per share is determined by dividing profit or loss attributable to the ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
Profit or loss attributable to the ordinary equity holders of the parent is determined as profit or loss attributable to the parent entity
after adjusting for the after tax affect of preference dividends, differences arising on settlement of preference shares and other effects
of preferences shares classified as equity.
Where there is a discontinued operation, earnings per share is determined for both continuing and discontinued operations.
Basic (loss) / earnings per share
From continuing operations (c per share) (3.37) (0.83) --
From discontinued operations (c per share) (0.53) 0.42 --
(3.90) (0.41) --
Reconciliation of profit or loss for the year to basic loss (19,840) (2,110) --
Profit or loss for the year attributable to equity holders of the parent
From continuing operations (17,126) (4,272) --
From discontinued operations (2,714) 2,162 --
Diluted earnings per share
In the determination of diluted earnings per share, profit or loss attributable to the equity holders of the parent and the weighted
average number of ordinary shares are adjusted for the effects of all dilutive potential ordinary shares.
Where there is a discontinued operation, diluted earnings per share is determined for both continuing and discontinued operations.
Diluted (loss) / earnings per share (3.37) (0.84) --
From continuing operations (c per share) (0.53) 0.56 --
From discontinued operations (c per share) (3.90) 0.28 --
Diluted loss per share was based on earnings of R (19 840 460) (2013: R (1 423 427) and a weighted average number of ordinary shares
of 508 184 155 (2013: 519 729 769).
Reconciliation of basic earnings to earnings used (19,840) (2,110) --
to determin diluted earnings per share
Basic earnings (loss) - 954 --
Adjusted for: - (267) --
Interest on convertable debentures (19,840) (1,423) --
Tax relating to interest on convertible bond
From continuing operations (17,126) (4,272) --
From discontinued operations (2,714) 2,849 --
63AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
29. Loss per share continued
Reconciliation of weighted average number of ordinary shares used 508,184,155 508,184,155 --
for loss per share in calculating diluted effect
Weighted average number of ordinary shares used for - 11,545,614 --
basic earnings per share 508,184,155 519,729,769 --
Adjusted for:
Dilutionary effect of convertible bonds
There are no other instruments that are dilutive for the period.
Headline earnings and diluted headline earnings per share
Headline loss per share (c) (3.14) (0.40) --
Headline earnings per share (c) from continuing operations (2.61) (0.82) --
Headline earnings per share (c) from discontinuing operations (0.53) --
Diluted headline earnings (loss) per share (c) (3.14) 0.42 --
(0.26)
--
Diluted headline (loss) earnings per share (c) from continuing operations (2.61) (0.82) --
Diluted headline (loss) earnings per share (c) from discontinuing operations (0.53) 0.56
--
Reconciliation between earnings (loss) (19,840) (2,110)
and headline earnings (loss) --
Basic (loss) 1 110 --
Adjusted for: - (24) --
Impairment and write off of property, plant and equipment 3,546 --
(Loss) or profit on sale of property, plant and equipment 311 -
Impairment of asset held for sale (15,982) - -
(Loss) on sale of non current assets held for sale (13,268) (2,024) --
(2,714) (4,186) --
From continuing operations (15,982) 2,162
From discontinuing operations (2,024)
64AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
29. Loss per share continued
Reconciliation between diluted earnings (loss) and (19,840) (1,423) --
diluted headline earnings (loss)
Diluted earnings (loss) 1 110 --
Adjusted for: - (24) --
Impairment and write off of property, plant and equipment 3,546 -
(Loss) or profit on sale of property, plant and equipment 311 - --
Impairment of non-current assets held for sale (15,982) - --
Loss on sale of non-current assets held for sale (1,337)
-
From continuing operations (13,268) (4,186) --
From discontinuing operations (2,714) 2,849
The net assets value per share at 28 February 2014 is 8,5c (2013: 12,45c).
Tangible net asset value per share at 28 February 2014 is 8,5c (2013: 12,29c).
65AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
30. Cash used in operations (16,719) (4,107) (3,831) (5,386)
(Loss) profit before taxation
Adjustments for: 61 427 46 86
Depreciation and amortisation (1) (25) (1) -
Profit on sale of assets 3,858 -
Loss on sale of non-current assets and disposable groups (77) - -
Interest received - investment 1,124 (620) (7) (96)
Finance costs 2,286 185 162
Fair value adjustments -
Impairment loss (reversal) 9,683 31 - -
Movements in operating lease assets and accruals 110 (2,842) (280)
Other non-cash items (21) 195
Changes in working capital: - 305 (21) 195
Trade and other receivables - -
Trade and other payables (559) (13,617)
810 (400) 546 (397)
31. Tax (paid) refunded 758 (474)
(1,841) (15,415) (5,167) (6,190)
Balance at beginning of the year
Current tax for the year recognised in profit or loss (18,614) (10,351) (6,728) (6,728)
Transferred to non-current asset held for sale (407) (627) - -
Balance at end of the year 481 - - -
18,131 18,614 6,728 6,728
(409) 7,636 - -
66AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
32. Related parties
Relationships For a list of subsidiaries please refer to note 5
Subsidiaries Sandown Capital Proprietary Limited
Significant Shareholder Elite Group Two Proprietary Limited
Managed companies PJ Bezuidenhout
Prescribed officer WJ Groenewald
Related party balances
Loan accounts - Owing (to) / by related parties (12,486) (10,574) --
Elite Group Proprietary Limited owes Sandown Capital Proprietary Limited (193) (4) --
Elite Group Proprietary Limited owes Elite Group Two Proprietary Limited
Related party transactions
Rent paid to (received from) related parties (1,541) (1,304) --
African Dawn Capital Limited 1,296 978 --
Elite Group Proprietary Limited 245 326 --
African Dawn Debt Management Proprietary Limited
Administration fees paid to (received from) related parties (330) (360) --
African Dawn Wheels Proprietary Limited 330 360 --
African Dawn Capital Limited
Commissions (received from) paid to related parties (192) (554) --
Elite Group Proprietary Limited 27 85 --
African Dawn Wheels Proprietary Limited --
Nexus Personnel Finance Proprietary Limited 165 469
Key Management 1,171 1,608 --
PJ Bezuidenhout
67AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2013 20122013
2012
33. Directors' emoluments (R’000)
Executive
2014 Emoluments Other benefits Medical aid Leave paid out Total
1,559 - - 441 2,000
TF Kruger 1000 - - 69 1,069
JS van der Merwe 1,166 - 1,605
GE Stoop 3,725 392 47 510 4,674
392 47
2013 Emoluments Expense Medical aid Leave paid out Total
1,700 allowance - - 1,700
TF Kruger 1,052 1,526
GE Stoop 2,752 - 73 134 3,226
267 73 134
267
Non-executive
2014
HH Hickey Directors' fees Total
WJ Groenewald 150 150
JK van Zyl 150 150
V Lessing 90 90
WN Luhabe 80 80
L Taylor 40 40
CF Wiese 60 60
70 70
640 640
2013 Directors' fees Total
240 240
HH Hickey 240 240
WJ Groenewald 240 240
L Taylor 240 240
CF Wiese 960 960
68AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
2012 Group Company
R '000 2011 2012 2011
R '000 R '000 R '000
34. Risk management
Risk management
The risks that the Group faces are centrally managed at head office, in close co-operation with the board of directors, who are ultimately
responsible for the management of risk. The Board has established a Risk Committee, which is responsible in aiding the board to identify
risk, analyse the identified risks, set appropriate risk limits, identify and implement controls to mitigate the risks to acceptable limits.
Risks management is further aided by recording risks on a risk register and nominations of sub committees to manage specific risks,
such as the monthly credit committee to aid in management of credit risk.
Significant risks that the group’s exposed to:
• Liquidity risk (a financial risk)
• Interest rate risk (a financial risk)
• Credit risk (a financial risk)
• Market risk
• Capital adequacy risk
Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its repayment obligations arising from its liabilities and operational
payables. The Group conservatively manages its liquidity needs by monitoring known scheduled debt repayments, expected receipts
per settlement agreements, forecasted capital advances as well as forecast cash inflows and outflows due in day-to-day business. The
management of liquidity enables the Group to maintain sufficient cash reserves and funding from committed facilities. Liquidity needs
are monitored in various time frames, short term (based on a day-to-day and week-to-week basis) on a rolling 12 months projection
and long term (needs for a semi annual and annual lookout period) on a forecasted model. Net cash requirements are compared to
available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available cash are expected to
be sufficient over the outlook period. The Group’s objective for the period was to be cash conscious and conservative, to repay outstanding
debt per settlement agreements and use excess cash for growth.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources
and trade receivables. The Group’s existing cash resources and trade receivables significantly exceed the current cash outflow requirements.
Cash flows from trade and other receivables included collections per agreed settlement agreements relating to debt being collected
and contractual amounts due within six months from short term unsecured finance.
The Group liquidity limits require the holding of cash and available reserves, the statement of financial position has a surplus cash balance
at 28 February 2014, largely due to the remaining cash from convertible bonds and collections of assets in the normal course of business.
The table below analyses the Group’s liabilities into relevant maturity buckets based on the remaining contractual period at reporting
date. The payment of tax liability is still based on indicators and no formal committed repayment due to settlement agreement awaiting
final assessment from SARS. The analysis is based on the earliest date on which the Group can be required to pay and is not necessarily
the date at which the Group is expected to pay. The analysis of cash flows will not agree directly with the balances on the statement
of financial position and therefore the analysis of the discounts have been provided for each maturity period.
69AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2012 2011 2012 2011
R '000 R '000 R '000 R '000
34. Risk management continued
The maximum liquidity risk is calculated below assuming that the convertible bonds are settled for cash.
Borrowings Current within Current within Non-current After 5
Lease commitments 6 moths 6 to 12 months 2 to 5 years years
Trade and other payables 1,091 -
Tax 2,160 7,558 8,088 -
6,198 - - -
9,113 - - -
18,562 - -
9,113
16,671 8,088
Interest rate risk (Financial risk)
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument (financial asset or financial liability) will
fluctuate because of changes in market interest rates. The group manages the risk by minimising the effect of long term borrowings
linked to prime by keeping the rate at a lower rate to the interest that is charged to debtors. At 28 February 2014, the group is exposed
to changes in market interest rates (Prime) through borrowings at variable interest rates linked to prime. The current effect of interest
rate risk is assessed as being immaterial, supported by the fact that that the group’s borrowings and receivables are subject to similar
interest rate risks. The table in note 16 illustrates the sensitivity of profit to a reasonably possible change in interest rates of +/-1% on
liabilities. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations
are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date
that are sensitive to changes in interest rates. All other variables are held constant. The effect on the assets of an increase or decrease
in the prime interest rate by 1% is calculated as profit R117,370 or loss (R117,370) respectively.
70AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
34. Risk management continued
Credit risk (Financial risk)
Credit risk is the risk that a counterparty fails to repay interest, capital or otherwise to fulfil their contractual obligation under loan
agreements or other credit facilities arising from advances made by the Group. The Group is exposed to this risk for various financial
instruments, for example by granting loans and receivables to customers, placing deposits, investment in bonds.
The Elite Group Proprietary Limited’s core business revolves around providing unsecured credit to emerging and middle market consumers,
this in its nature involves assuming higher levels of credit risk. Therefore credit risk is the single biggest financial risk and therefore
managed in detail and on a day to day level with formalized monthly credit meetings.
To accept increased credit risk, an appropriate premium is priced into each credit product to ensure that acceptable returns are generated
for shareholders. Credit risk premiums are based on expected probability of defaults and estimated recoveries from defaulters.
Credit risk for individuals are mitigated by granting of loans as far as possible to individuals where repayment is received from debit
order deductions or payroll deductions. The creditworthiness of all applicants is evaluated in accordance with the National Credit Act
and granting of loans is only made to individuals that pass the creditworthiness of NCR and company developed risk and repayment
criteria.
The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as
summarised below:
Financial instrument - 938 - -
Other financial assets - - 46,473 49,022
Intercompany receivables 19,047
Trade and other receivables 1,084 83,340 2,151 2,697
Cash and cash equivalents 20,131 9,014 397 320
Total 93,292
49,021 52,039
The group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporate
this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and
other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties. The maximum exposure
to credit risk at the reporting date is the fair value of each class of loan and receivable mentioned.
Some of the unimpaired trade receivables are past due as at the reporting date. Information on trade receivables past due but not
impaired are as follows:
Debtors balance past due but not impaired - 4,887 --
1 month past due 261 1,724 --
2 months past due 2,096 --
3 months past due 49 18,751 --
4 months past due 11,686 27,458 --
11,996
71AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2014 2013 2014 2013
R '000 R '000 R '000 R '000
34. Risk management continued
The difference between the total above and total carry amount of receivables is the current portion that is not past due and not impaired.
The Group holds security in the Bridging Finance segment of R30,5 million. The security values are used as part of the allowance for
impairment policy.
The credit risk for cash and cash equivalents and money market funds is considered negligible, since the counterparties are reputable
banks with high quality external credit ratings.
Credit quality of trade and other receivables (Past due and current) - 24,081 --
- 1,587 --
Past due and current gross debtors value 4,724 --
New customers (less than 6 months) 93,314 18,671 --
Customers more than 6 months with no defaults 1,135 160,758 --
Customers more than 6 months with some defaults but recovered 99,173 --
Customers more than 6 months with some defaults not yet recovered 3,718
Other 208,815
Impairments of receivables 125,475 177,179 --
Opening balance 10,858 640 --
Provision for impairment - --
Amount written off as uncollectable/utilised (1,175) (48,585) --
Unused provision reversed (5,036) (3,759) --
Discontinued operations - --
130,122 125,475
Breakdown of impairments - movement 7,575 145 --
Individual impairments 3,283 495 --
Collective impairments (1,196) --
Individual impairments reversed - (1,421) --
Collective impairments reversed (1,175) (49,727) --
Amount provided for written off as uncollectable/utilised --
Discontinued operations - - --
(5,036) (51,704)
(4,647)
Aged impaired receivables 86 37 --
1 month past due 60 55 --
2 months past due 241 296 --
3 - 6 months past due 129,735 125,087 --
Over 6 months past due 130,122 125,475 --
72AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group Company
2012 2011 2012 2011
R '000 R '000 R '000 R '000
34. Risk management continued
Market price risk
Market price risk is the risk that the value of a financial asset will fluctuate as a result of changes in the market prices or changes in
the market interest rates. The Group is currently exposed to a market price risk that will determine the ways of settlement of the
convertible bonds in future periods. Other market risks are not deemed to be significant.
Capital adequacy risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the group consists of debt, which includes the borrowings disclosed in note 16 and 17 cash and cash equivalents
disclosed in note 12, and equity as disclosed in the statement of financial position.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the debt: equity ratio.
The CellCaptive (Insurance) is subject to capital requirements in line with the Insurance Act. The Statutory Capital Adequacy Requirement
is the additional amount required, over and above the actuarial liabilities, to enable the company to meet material deviations in the
main parameters affecting the life assuror’s business. The company has complied with these requirements during the year.
35. Events after the reporting period
Rights Issue
A detailed Circular on the rights issue was published and posted on 7 March 2014. The capital raising was completed on 4 April 2014
with final results as follows:
* Rights taken up under rights offer amounted to R 21,8 million (rights @ 8 cents per share).
* The total cost associated to the rights issue amounted to R 1,7 million.
Shares were issued as follows:
* Rights offer shares subscribed for: 222 086 442 (44% take up on available rights).
* Rights offer shares underwritten: 50 000 000 (10% take up on available rights).
* Total shares issued: 272 086 442.
Knife Capital Proprietary Limited acquisition
The Company acquired 100% of the share capital of Knife Capital Proprietary Limited ("Knife Capital") on the 8th April 2014 by the
issue of 100 000 000 African Dawn Capital shares on 8 April at 10c per share.
The acquisition was undertaken to add the capacity, skills, experience and intellectual property required to implement the new vision
of the company.
Knife Capital focuses on the investment and management of investments in high growth and high impact technology enabled businesses
and hereto still manages HBD Business Holdings Proprietary Limited’s South African portfolio of investments. It also provides consulting,
training and business acceleration services to high-growth early-stage ventures and is committed to filling critical gaps in the local
entrepreneurial ecosystem.
The final audited financial statements of Knife Capital have not been completed as at the date of completion of the integrated report
so computations relating to valuation of the company cannot be indicated at this stage. Pro forma accounts and further details on
the acquisition are included in the circular issued to shareholders on 13 December 2013 and the related SENS announcements.
73AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements continued
Group 2011 Company 2011
2012 R '000 2012 R '000
R '000 R '000
36. Segmental Report
2014 Bridging Personal and Other and
finance short term head office
R'000 Total
R'000 R'000 R'000
Revenue - from continued operations 678 - 5,512 6,190
Other income - - 34 34
Interest received 2 - 76 77
Debtors impairments and write off -
Interest paid 6,329 - 225 6,554
Depreciation 5 - 1,120 1,124
Segmental profit / (loss) 8 -
Discontinued operations (loss) (730) 52 61
Total profit / (loss) (7,005) (730) (10,121) (17,126)
Net asset value (1,966) (3,829)
Gross debtors (8,971) 44,501 (18) (2,714)
Debtors provision (32,334) (38,683) (10,139) (19,840)
Net debtors 54,189 5,818
Property in possession (44,147) - 79,574 43,411
Cash and cash equivalents 10,043 6 50,928 149,619
3rd Party assets 5,824 (47,291) (130,122)
Intercompany assets - 2,608
Non current assets held for sale 13 61,636 3,637 19,497
Total assets 10,493 70,068 24,748 24,748
3rd Party liabilities 14,761 (11,506)
Intercompany liabilities (42,079) 1,065 1,084
Non current liabilities held for sale - (20,305) 29,200 45,517
Total liabilities 25,254 (73,890) 102,935 120,304
(1,870) 59,766
(204) 130,265 225,586
(57,384) (29,651) (41,361)
(20,841) (120,304)
- (20,536)
(57,588) (232) (182,201)
(50,724)
74AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group Company
2012 2011 2012 2011
R '000 R '000 R '000 R '000
36. Segmental Report continued Bridging Personal and Other and Total
finance short term head office R'000
2013 R'000
R'000 R'000
Revenue - from continued operations -
Other income 2,252 - 5,329 7,581
Interest received (1,078) - 1,648 570
Debtors impairments and write off - 553
Interest paid 443 - 109
Impairment of property, plant and equipment 9,708 - (10,623) (915)
Depreciation - (1,174)
Discontinued operations - - (1,174)
Segmental (loss) / profit - - 110 110
Discontinued operations (loss) / profit 7 3,984 82 92
Total (loss) / profit - 3,984 - -
Net asset value (9,424) (3,100)
Gross debtors (2,118) 100,795 5,152 (4,272)
Debtors provision (11,544) (40,436) 297 2,163
Net debtors (34,378) 60,359
Property in possession 55,667 - 5,450 (2,110)
Cash and cash equivalents (37,451) 1,566 100,729 63,251
3rd Party assets 18,216 63,713 208,815
Intercompany assets - 2,288 52,353 (125,475)
Intangible assets 4,415 1,792 (47,588) 83,340
Total assets 23,451 67,793 21,335
3rd Party liabilities 4,572 (27,891) 4,765
Intercompany liabilities - (43,002) 21,335 9,014
Total liabilities 28,023 (70,893) 119,750
(606) 3,033 109,861
(61,795) 32,586
(62,401) 103,001 1,792
231,403
- (58,291)
135,587 (109,861)
(29,794) (168,152)
(5,064)
(34,858)
75AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
36. Segmental Report continued
BRIDGING FINANCE SEGMENT
The Bridging Finance Segment is no longer granting any news loans and is in the process of winding up all existing loans. As such the
winding up is attended to by the Credit Committee which meet to assess progress on the winding up of the debtors book.
Current risk management
Credit risk management is overseen by the Credit Committee.
The Credit Committeeís composition includes a cross section of management:
• Chief Executive Officer
• Managing Director - Personal and short term loans
• Managing Director - Debt management
• Group Legal Advisor (Invitee)
The Credit Committee meet in order to evaluate the following:
• The Collection Books
• Provisioning and Provision Policy
• Credit Policy
During the current financial year the committee took the decision to start convening meetings on an ad-hoc basis as needed due to
the the reduced nature of the book.
PERSONAL AND SHORT TERM SEGMENT
Debtors book risk management
Elite manages the risk on the debtors book firstly through application evaluation before any loans are granted, secondly through a receipt
management process and lastly with an integrated collection process.
Application evaluation
This evaluation process ensures that all loan applications are evaluated, objectively and free of human intervention. A flexible matrix
has been designed to cater for different environments. The minimum risk levels acceptable on the matrix are always higher than the
requirements of the National Credit Regulator. The current macro-economic environment is creating even more pressure on the granting
of credit and it is for this reason that Eliteí'eds credit granting is perhaps more conservative than the average micro financier in the
market today.
Debtors receipts management process
The debtors receipts status is categorised depending on their payment history and follow up information obtained by consultants. There
are 5 categories broken down broadly into 1. Debtors account current 2. Debtors account missed one payment 3. Debtors 60 - 90 days
in arrears 4. Debtors 90 to 150 days in arrears 5. Debtors to be transferred to collections
Collections process
Once a debtor is unable to be recovered through the receipts process it is transferred to the debt collections department which traces
the clients, establishes the customer status and, if no new payment arrangement is made, engages in legal action to collect the debt.
Impairment allowances
The impairment calculation utilises a debtors age analysis. This analysis is scientifically designed based on debtors aging, supported by
more than 18 years’ experience in the micro finance environment. The impairment calculation is presented for evaluation and approval
by the credit committee on a monthly basis.
Debtors write off
During the current financial year bad debts increased by 235% because increased adverse conditions in the unsecured lending market.
76AFRICAN DAWN ANNUAL REPORT 2014
Notes to the Financial Statements
Group 2013 Company 2013
2014 R '000 2014 R '000
R '000 R '000
36. Segmental Report continued
Segment Basis
The Group consists of companies that specialise in either Bridging Finance , Personal and Short Term Finance or Rental and other
management functions. As the activities of the company are limited to a specified segment the entire company activities are included
in each of the above segments. There are no changes in the structure of the segment during the current year
The Group revenue comprises of a large number of small value customers none of whom account for more than 10% of the
Group revenue.
37. Guarantees
The company has provided a guarantee to National Housing Finance Corporation for a loan facility of R25 Million provided to Elite Group
Proprietary Limited. The outstanding balance on the loan as at 28 February 2014 was R4,5 million . In terms of the guarantee African
Dawn Capital Limited will assume responsibility for the loan if Elite Group Proprietary Limited defaults on the loan.
38. Discontinued Operations
Discontinued operations contribution to net profit (365) 3,183 - -
Elite Group Proprietary Limited (1,966) (2,118) - -
African Dawn Debt Management Proprietary Limited - -
Nexus Personnel Finance Proprietary Limited (383) 1,098 - -
(2,714) 2,163
-
Included in the discontinued operations of Elite Group Proprietary Limited is amortisation of the inteangible asset of R20,001 -
(2013: R9,955). -
-
The discontinued operations income statements are summarized below: -
-
Discontinued operations 31,938 27,173 - -
Revenue (14,645) (13,974) - -
Employee costs -
Depreciation and amortisation (548) (343) -
Finance costs (2,739) (1,111) -
Other expenses (16,720) (9,238) -
Pre tax profit / (loss) (2,714) -
Taxation 2,507 -
Net profit / (loss) - (344)
(2,714) 2,163
77AFRICAN DAWN ANNUAL REPORT 2014
Shareholders’ Analysis Group Company
Number of
Register date: 27 June 2014 shareholders Number
Issued Share Capital: 880, 270,597 shares
% of shares %
Shareholder spread
1-1,000 shares 270 11,76 156,756 0.02
1,001-10,000 shares 665 28,98 3,104,354 0.35
10,001-100,000 shares 813 35,42 36,397,046 4.13
100,001- 1,000,000 shares 457 19,91 155,964,075 17.72
1,000,001 shares and over 684,648,366 77.78
90 3,92 508,184,155 100
Total 2,295 100
%
Distribution of Shareholders No. of % Number 0.07
shareholders 0.13 of shares 0.44
Banks 0.26 7.73
Brokers 3 1.70 617,200 0.00
Close Corporations 6 0.17 3,868,823 55.29
Endowment Funds 39 90.98 68,076,128 6.55
Individuals 4 0.22 3.04
Mutual Funds 2,088 3.57 31,393 0.18
Nominees and Trusts 5 0.92 486,744,484 0.37
Others Corporations 82 0.04 26.31
Own Holdings 21 1.96 57,617,128 0.01
Private Companies 1 0.04 26,773,142 100
Public Companies 45 100
Total 1 1,569,658 %
2,295 3,268,324 34.69
Public/ Non- Public Shareholders 231,584,317 34.32
No. of
Non- Public Shareholders shareholders 120,000 0.37
Strategic Holdings (more than 5%) 508,184,155 65.31
Own Holdings 6
Public Shareholders 5 % Number 100
Total 1 0.26 of shares
2,289 0.22 305,355,849 %
Beneficial shareholders holding of 2% or more 2,295 0.04 302,087,525 9.09
Brown, NRO 99.74 3,268,324 9.05
Sandown Capital (Pty) Ltd 100 574,914,748 5.97
Vaal Mac Investments (Pty) Ltd 880,270,597 5.21
Shock Proof Investment 20 (Pty) Ltd 5.00
Flagship IP Flexible Value Fund Number 4.07
Böhmert, A of shares 3.79
Van Heerden, EA 80,000,000 3.79
Van Zyl, JK 79,700,000 2.92
Flowerdew 182 cc 52,538,340 2.27
Bayhill Investments (Pty) Ltd 45,849,185
44,000,000
35,833,333
33,333,334
33,333,333
25,687,460
20,000,000
78AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting
AFRICAN DAWN CAPITAL LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/020520/06
ISIN: ZAE000060703
NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your Central Securities
Depository Participant (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately.
Notice is hereby given that the annual general meeting of shareholders of African Dawn Capital Limited (“the Company” or “the Group”)
will be held on Friday, 12 December 2014, at 09:00 at the Company’s offices at 202 Waterfront Terraces, Waterfront Road, Tygervalley
Waterfront, Bellville, 7530, Western Cape, for the purpose of considering, and, if deemed fit, passing, with or without modification, the
resolutions set out hereafter.
PURPOSE
The purpose of the annual general meeting is to transact the business set out in the agenda below.
AGENDA
• Presentation of the audited annual financial statements of the Company, including the reports of the directors and the audit
and risk committee for the year ended 28 February 2014; and
• To consider and, if deemed fit, approve, with or without modification, the following special and ordinary resolutions:
1. SPECIAL RESOLUTIONS
To consider and, if deemed fit, to pass, with or without modification, the following special resolutions. The percentage of voting rights
that will be required for the adoption of each special resolution is the support of at least 75% of the voting rights exercised on the
resolution.
1.1 SPECIAL RESOLUTION NUMBER 1 – NON-EXECUTIVE DIRECTORS’ FEES
Resolved as a special resolution that, unless otherwise determined by the Company in general meeting, the following annual
fees payable by the Company to its non-executive directors for their service as directors, with effect from 1 March 2014,
are approved:
HH Hickey Fee for the year Proposed for the year
WJ Groenewald ended 28 February 2014 ending 28 February 2015
JK van Zyl
V Lessing R R
WN Luhabe 150 000 120 000
L Taylor 150 000
CF Wiese -
SM Roper 90 000 -
80 000 120 000
40 000 -
60 000 -
70 000 -
100 000
-
Explanation
Section 66(9) of the Companies Act, Act 71 of 2008, as amended (“the Companies Act”), requires that a company may pay
remuneration to its directors for their services as directors only in accordance with a special resolution approved by the
shareholders within the previous two years. The reason for, and effect of, special resolution number 1 is to grant the Company
the authority to pay fees to its non-executive directors for their services as directors. The non-executive directors’ fees have
been increased to align with similar sized companies listed on the JSE Limited (“JSE”).
79AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting continued
1.2 SPECIAL RESOLUTION NUMBER 2 – GENERAL APPROVAL TO ACQUIRE OWN SHARES
Resolved, as a general approval by special resolution, that the Company and/or any of its subsidiaries from time to time be and
are hereby authorised to acquire ordinary shares in the Company in terms of, and subject to, the Companies Act, the
Memorandum of Incorporation of the Company and its subsidiaries and the JSE (“JSE Listings Requirements”), as amended from
time to time. Any acquisition of ordinary shares is also subject to the sanction of any other authority whose approval is required
by law, regulation or the JSE Listings Requirements.
Note: The JSE Listings Requirements currently provide, inter alia, that:
• the acquisition of the ordinary shares must be effected through the order book operated by the JSE trading system and done
without any prior understanding or arrangement between the Company and the counter party;
• this general authority shall only be valid until the earlier of the Company’s next Annual General Meeting or the expiry of a
period of 15 (fifteen) months from the date of passing of this special resolution;
• in determining the price at which the Company’s ordinary shares are acquired in terms of this general authority, the maximum
premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market
value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately
preceding the date on which the transaction is effected;
• at any point in time, the Company may only appoint one agent to effect any acquisition/s on its behalf;
• the acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the
Company’s issued ordinary share capital;
• the Company may only effect the repurchase once a resolution has been passed by the Board of Directors of the Company
(“the Board”) confirming that the Board has authorised the repurchase, that the Company has passed the solvency and
liquidity test (“test”) and that since the test was done there have been no material changes to the financial position of
the Group;
• the Company or its subsidiaries may not acquire ordinary shares during a prohibited period as defined in paragraph 3.67
of the JSE Listings Requirements;
• an announcement will be published once the Company has cumulatively repurchased 3% (three percent) of the number
of the ordinary shares in issue at the time this general authority is granted (“initial number”), and for each 3% (three percent)
in aggregate of the initial number acquired thereafter; and
• the Company must ensure that its Designated Adviser provides the JSE with the required working capital confirmation before
it commences the repurchase.
Explanation
Special resolution number 2 is to grant a general authority for the Company and the Company’s subsidiaries to acquire the
Company’s issued ordinary shares. There is no requirement in the Companies Act for shareholder approval unless the acquisition
by the Company of any particular class of securities exceeds 5% of the issued shares of that class, either alone or together with
other transactions in an integrated series of transactions, per sections 48(8), 115 and 116 of the Companies Act, 2008.
It is the intention of the directors of the Company to use such authority should prevailing circumstances (including tax
dispensations and market conditions) in their opinion warrant it but subject at all times to the requirements of the Companies
Act, the JSE Listings Requirements and the Memorandum of Incorporation of the Company.
1.2.1 OTHER DISCLOSURE IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS REQUIREMENTS
The JSE Listings Requirements require the following disclosures, which are contained in the annual report of which this
notice forms part:
Directors page 9 and 10
Directors’ interests in the Company page 31
Share capital of the Company page 28
Major shareholders of the Company page 78
1.2.2 MATERIAL CHANGE
There have been no material changes in the affairs or financial position of the Company and its subsidiaries since the
Company’s financial year-end and the date of this notice.
80AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting continued
1.2.3 DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given on page 9 and 10 of the annual report of which this notice forms part, collectively
and individually accept full responsibility for the accuracy of the information pertaining to special resolution number 2
and certify that to the best of their knowledge and belief there are no facts in relation to special resolution number 2
that have been omitted which would make any statement in relation to special resolution number 2 false or misleading,
and that all reasonable enquiries to ascertain such facts have been made and that special resolution number 2 together
with this notice contains all information required by law and the JSE Listings Requirements in relation to special resolution
number 2.
1.2.4 ADEQUACY OF WORKING CAPITAL
At the time that the contemplated repurchase is to take place, the directors of the Company will ensure that, after
considering the effect of the maximum repurchase and for a period of twelve months thereafter:
• the Company and its subsidiaries will be able to pay their debts as they become due in the ordinary course
of business;
• the consolidated assets of the Company and its subsidiaries, fairly valued in accordance with International Financial
Reporting Standards, will be in excess of the consolidated liabilities of the Company and its subsidiaries;
• the issued share capital and reserves of the Company and its subsidiaries will be adequate for the purpose of the
ordinary business of the Company and its subsidiaries; and
• the working capital available to the Company and its subsidiaries will be sufficient for the Group’s requirements.
The Company may not enter the market to proceed with the repurchase until its Designated Adviser, PSG Capital (Pty)
Ltd, has discharged of all of its responsibilities in terms of the JSE Listings Requirements insofar as they apply to working
capital statements for the purposes of undertaking an acquisition of its issued ordinary shares.
1.3 SPECIAL RESOLUTION NUMBER 3 – LOANS OR OTHER FINANCIAL ASSISTANCE TO DIRECTORS AND RELATED COMPANIES
Resolved that, as a special resolution, in terms of section 45 of the Companies Act, the shareholders hereby approve of the
Company providing, at any time and from time to time during the period of two years commencing on the date of this special
resolution number 3, any direct or indirect financial assistance (which includes lending money, guaranteeing a loan or other
obligation, and securing any debt or obligation) as contemplated in section 45 of the Companies Act to a director or prescribed
officer of the Company, or to a related or inter-related company or corporation or to a member of any such related or
inter-related corporation or to a person related to any such company, corporation, director, prescribed officer or member
provided that:
• The Board from time to time, determines:
(i) The specific recipient or general category of potential recipients of such financial assistance;
(ii) The form, nature and extent of such financial assistance;
(iii) The terms and conditions under which such financial assistance is provided; and
• The Board may not authorise the Company to provide any financial assistance pursuant to this special resolution number 3
unless the Board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to
authorise the Company to provide such financial assistance.
Explanation
The reason for and effect of special resolution number 3 is to grant the Board the authority to authorise the Company to provide
financial assistance as contemplated in section 45 of the Companies Act, to the persons specified in section 45(2), i.e. a director
or prescribed officer of the Company, or to a related or inter-related company or corporation, or to a member of a related or inter-
related corporation, or to a person related to any such company, corporation, director, prescribed officer or member.
This resolution is intended mainly to enable the Company to provide inter-company loans and guarantees within the Group but
will also permit the board to authorise financial assistance to directors and prescribed officers, and to related parties.
81AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting continued
1.4. SPECIAL RESOLUTION NUMBER 4 – FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES IN A RELATED OR INTER-
RELATED COMPANY
Resolved that in terms of section 44(3)(a)(ii) of the Companies Act of 2008 (Act 71 of 2008), as amended (“the Companies
Act”), as a general approval, that the board of the Company be and is hereby authorised to approve that the Company provides
any direct or indirect financial assistance (“financial assistance” will herein have the meaning attributed to it in section 44(1)
and 44 (2) of the Companies Act), that the board of the Company may deem fit to any company or corporation that is related
or inter-related to the Company (“related” or “inter-related” will herein have the meaning attributed to it in section 2 of the
Companies Act) and/or to any financier who provides funding by subscribing for preference shares or other securities in any
company or corporation that is related or inter-related to the Company, on the terms and conditions and for amounts that the
board of the Company may determine for the purpose of, or in connection with the subscription of any option, or any shares
or other securities, issued or to be issued by a related or inter-related company or corporation, or for the purchase of any shares
or securities of a related or inter-related company or corporation, provided that the aforementioned approval shall be valid until
the date of the next annual general meeting of the Company.
Explanation
The reason for and effect of special resolution number 4 is to grant the directors the authority until the next annual general
meeting to provide financial assistance to any company or corporation which is related or inter-related to the Company for
the purpose of or in connection with the subscription or purchase of options, shares or other securities in any such related or
inter-related company or corporation. This means that the Company is authorised, inter alia, to grant loans to its subsidiaries
and to guarantee and furnish security for the debt of its subsidiaries where any such financial assistance is directly or indirectly
related to a party subscribing for options, shares or securities in its subsidiaries.
2. ORDINARY RESOLUTIONS
To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolutions. The percentage of voting rights
that will be required for the adoption of each ordinary resolution is the support of more than 50% (fifty percent) of the voting rights
exercised on the resolution. In the case of ordinary resolution number 12 the JSE Listings Requirements prescribe a 75% (seventy five
percent) majority vote.
2.1 ORDINARY RESOLUTION NUMBER 1 – RE-ELECTION OF MR E VAN HEERDEN AS A DIRECTOR
To re-elect, Mr E van Heerden who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation
at this annual general meeting but, being eligible to do so, offers himself for re-election.
Note: The curriculum vitae of Mr E Van Heerden is provided on page 10 of the integrated annual report.
2.2 ORDINARY RESOLUTION NUMBER 2 – RE-ELECTION OF MS A BÖHMERT AS A DIRECTOR
To re-elect, Ms A Böhmert who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation
at this annual general meeting but, being eligible to do so, offers herself for re-election.
Note: The curriculum vitae of Ms A Böhmert is provided on page 10 of the integrated annual report.
2.3 ORDINARY RESOLUTION NUMBER 3 – RE-ELECTION OF MR S ROPER AS A DIRECTOR
To re-elect, Mr S Roper who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation at
this annual general meeting but, being eligible to do so, offers himself for re-election.
Note: The curriculum vitae of Mr S Roper is provided on page 10 of the integrated annual report.
2.4 ORDINARY RESOLUTION NUMBER 4 – RE-ELECTION OF MS H HICKEY AS A DIRECTOR
To re-elect, Ms H Hickey who, in terms of Clause 29.3.6 of the Company’s Memorandum of Incorporation, retires by rotation
at this annual general meeting but, being eligible to do so, offers herself for re-election.
Note: The curriculum vitae of Ms H Hickey is provided on page 9 of the integrated annual report.
2.5 ORDINARY RESOLUTION NUMBER 5 – RE-ELECTION OF MR W GROENEWALD AS A DIRECTOR
To re-elect, Mr W Groenewald who, in terms of Clause 29.3.6 of the Company’s Memorandum of Incorporation, retires by
rotation at this annual general meeting but, being eligible to do so, offers himself for re-election.
Note: The curriculum vitae of Mr W Groenewald is provided on page 9 of the integrated annual report.
82AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting continued
2.6 ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF MR H HICKEY TO THE AUDIT AND RISK COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act, but subject to the passing of ordinary resolution number
4 above, to appoint Mr H Hickey, a non-executive, independent director of the Company, as a member and Chairperson of the
Audit and Risk Committee until the next annual general meeting.
Note: The curriculum vitae of Ms H Hickey is provided on page 9 of the integrated annual report.
2.7 ORDINARY RESOLUTION NUMBER 7 – APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act to appoint Ms V Lessing, a non-executive independent
director of the Company, as a member of the Audit and Risk Committee until the next annual general meeting.
Note: The curriculum vitae of Ms V Lessing is provided on page 9 of the integrated annual report.
2.8 ORDINARY RESOLUTION NUMBER 8 – APPOINTMENT OF MR J VAN ZYL TO THE AUDIT AND RISK COMMITTEE
Pursuant to the requirements of section 94(2) of the Companies Act to appoint Mr J van Zyl, a non-executive independent
director of the Company, as a member of the Audit and Risk Committee until the next annual general meeting.
Note: The curriculum vitae of Mr J Van Zyl is provided on page 9 of the integrated annual report.
2.9 ORDINARY RESOLUTION NUMBER 9 – APPOINTMENT OF THE INDEPENDENT REGISTERED AUDITOR
Pursuant to the requirements of section 90(1) read with section 61(8)(c) of the Companies Act, and as nominated by the
Company’s Audit and Risk Committee, to confirm the re-appointment of Grant Thornton as independent auditors of the
Company for the financial year ending 28 February 2015, with Mr E Dreyer being the individual registered auditor who has
undertaken the audit of the Company for the ensuing financial year and to authorise the Audit and Risk Committee to determine
the auditor’s remuneration.
2.10 ORDINARY RESOLUTION NUMBER 10 – ENDORSEMENT OF THE REMUNERATION POLICY
Resolved that the shareholders endorse, on a non-binding advisory basis, the Remuneration Policy of the Company.
Note: King III recommends that the Company’s remuneration policy (which appears on pages 14 to 15 of the integrated annual
report) be tabled to shareholders for a non-binding advisory vote at each annual general meeting.
2.11 ORDINARY RESOLUTION NUMBER 11 – CONTROL OF AUTHORISED BUT UNISSUED ORDINARY SHARES
Resolved that the authorised but unissued ordinary shares in the capital of the Company be and are hereby placed under the
control and authority of the directors of the Company (“directors”) and that the directors be and are hereby authorised and
empowered to allot/issue and otherwise dispose of all or any of such ordinary shares, or to issue any options in respect of all
or any of such ordinary shares, to such person/s on such terms and conditions and at such times as the directors may from
time to time and in their discretion deem fit, subject to the provisions of sections 38 and 41 of the Companies Act, the
Memorandum of Incorporation of the Company and the JSE Listings Requirements as amended from time to time, such authority
to remain in force until the next annual general meeting.
2.12 ORDINARY RESOLUTION NUMBER 12 – APPROVAL TO ISSUE ORDINARY SHARES, AND TO SELL TREASURY SHARES,
FOR CASH
Resolved that the directors of the Company and/or any of its subsidiaries from time to time be and are hereby authorised, by
way of a general authority, to:
2.12.1 Issue all or any of the authorised but unissued ordinary shares in the capital of the Company, or to allot, issue and grant
options to subscribe for, all or any of the authorised but unissued ordinary shares in the capital of the Company; and/or
2.12.2 Sell or otherwise dispose of or transfer, or issue any options in respect of, ordinary shares in the capital of the Company
purchased by subsidiaries of the Company, for cash, to such person/s on such terms and conditions and at such times
as the directors may from time to time in their discretion deem fit, subject to the Companies Act, the Memorandum
of Incorporation of the Company and its subsidiaries and the JSE Listings Requirements from time to time.
Note: The JSE Listings Requirements currently provide, inter alia, that:
• the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case,
must be limited to such securities or rights that are convertible into a class already in issue;
• any such issue may only be made to “public shareholders” as defined in the JSE Listings Requirements and not to
related parties;
83AFRICAN DAWN ANNUAL REPORT 2014
Notice of Annual General Meeting continued
• the number of ordinary shares issued for cash shall not in any one financial year in the aggregate exceed 15% (fifteen
percent) of the number of issued ordinary shares. The securities which are the subject of a general issue for cash may not
exceed 15% (fifteen percent) of the number of listed securities, excluding treasury shares, as at the date of this notice, being
132 040 590 securities. Any securities issued under this authorisation during the period of 15 (fifteen) months from the
date that this authorisation will be deducted from the aforementioned 132 040 590 listed securities. In the event of a sub-
division or a consolidation during the period contemplated above the authority will be adjusted to represent the same
allocation ratio;
• this general authority will be valid until the earlier of the Company’s next annual general meeting or the expiry of a period
of 15 (fifteen) months from the date that this authority is given;
• an announcement giving full details, including the number of securities issued, the average discount to the weighted average
traded price of the securities over 30 (thirty) business days prior to the date that the issue is agreed in writing between the
issuer and the parties subscribing for the securities and the impact on net asset value per share, net tangible asset value
per share, earnings per share and headline earnings per share and, if applicable, diluted earnings and headline earnings per
share, will be published when the Company has issued securities representing, on a cumulative basis within the earlier of
the Company’s next Annual General Meeting or the expiry of a period of 15 (fifteen) months from the date that this authority
is given, 5% (five percent) or more of the number of securities in issue prior to the issue; and
• in determining the price at which an issue of ordinary shares may be made in terms of this authority, the maximum discount
permitted will be 10% (ten percent) of the weighted average traded price on the JSE Limited of the ordinary shares over
the 30 (thirty) business days prior to the date that the price of the issue is agreed between the issuer and the party subscribing
for the securities; and
• whenever the Company wishes to use ordinary shares, held as treasury shares by a subsidiary of the Company, such use
must comply with the JSE Listings Requirements as if such use was a fresh issue of ordinary shares.
2.13ORDINARY RESOLUTION NUMBER 13 – SIGNATURE OF DOCUMENTS
Resolved that each director of the Company be and is hereby individually authorised to sign all such documents and do all such
things as may be necessary for or incidental to the implementation of those resolutions to be proposed at the annual general
meeting convened to consider the resolutions which are passed, in the case of ordinary resolutions, or are passed and registered
by the Companies and Intellectual Property Commission, in the case of special resolutions.
3. OTHER BUSINESS
To transact such other business as may be transacted at an annual general meeting of shareholders.
Voting
1 The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at the
AGM is Friday, 5 December 2014, with the last day of trade being Friday, 28 November 2014.
2 Meeting participants will be required to provide proof of identification to the reasonable satisfaction of the Chairman of the
AGM and must accordingly bring a copy of their ID document or driver’s licence to the AGM.
84AFRICAN DAWN ANNUAL REPORT 2014
Form of Proxy
AFRICAN DAWN CAPITAL LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/020520/06
Share code: ADW Ordinary Share - ISIN: ZAE000060703
(African Dawn” or “the Company”)
For the use of shares who are:
1. Registered as such and who have not dematerialised their African Dawn ordinary shares; or
2. Hold dematerialised African Dawn ordinary shares in their own name.
At the African Dawn annual general meeting to be held in the boardroom, African Dawn Capital Ltd, 202 Waterfront Terraces, Waterfront
Road, Tygervalley Waterfront, Bellville, 7530, Friday, 12 December 2014, at 09h00 (“the annual general meeting”).
Dematerialised shareholders holding shares other than with “own name” registration, must inform their Participant or broker of their
intention to attend the annual general meeting and request their Participant or broker to issue them with the necessary letter of
representation to attend the annual general meeting in person and vote or provide their Participant or broker with their voting instructions
should they not wish to attend the annual general meeting in person. These shareholders must not use this form of proxy.
I/We (please print name in full)
of (address)
Being a shareholder(s) of African Dawn and holding ordinary shares
hereby appoint (name in block letters)
1. or failing him
2. or failing him
3. The Chairman of the annual general meeting as my/our proxy to act for me/us at the annual general meeting which will be held
on Friday, 12 December 2014, at 09h00 in the boardroom of African Dawn Capital Ltd at 202 Waterfront Terraces, Waterfront Road,
Tygervalley Waterfront, Bellville, 7530 for the purposes of considering and, if deemed fit, passing with or without modification, the
resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against the resolutions
and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name(s)
(see note 2).
Number of votes (one per shares)
For Against Abstain
Special resolution 1
Remuneration of non-executive directors
Special resolution 2
General authority to acquire own shares
Special resolution 3
Loans or other financial assistance to director and related companies
Special resolution 4
Financial assistance for acquisition of shares in a related or inter-related company
Ordinary resolution 1
To re-elect as director E van Heerden
Ordinary resolution 2
To re-elect as director A Böhmert
Ordinary resolution 3
To re-elect as director S Roper
Ordinary resolution 4
To re-elect as director H Hickey
Ordinary resolution 5
To re-elect as director W Groenewald
Ordinary resolution 6
To elect as Audit Committee member H Hickey
Ordinary resolution 7
To elect as Audit Committee member V Lessing
Form of Proxy continued
Number of votes (one per shares)
For Against Abstain
Ordinary resolution 8
To elect as Audit Committee member J van Zyl
Ordinary resolution 9
To confirm the re-appointment of Grant Thornton as independent auditors of the Company and
the Group and E Dreyer as the designated audit partner for the 2015 financial year
Ordinary resolution 10
Approval of the Company’s remuneration policy and its implementation
Ordinary resolution 11
To place the authorised but unissued shares under the control of the directors
Ordinary resolution 12
To authorise the directors to issue shares for cash
Ordinary resolution 13
To authorise the directors to sign and do all things necessary to implement the resolutions
passed at the annual general meeting
Please indicate with an “X” in the appropriate spaces above how you wish your votes to be cast.
Unless otherwise instructed, my/our proxy may vote as he/she thinks fit.
Signed at on 2014
Signature
Assisted by (where applicable)
Number of shares
Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, speak and vote
in place of that shareholder at the annual general meeting.
Please read the notes below
Notes to the proxy form
1. A shareholder may insert the name or names of two alternative proxies of the shareholder’s choice in the space provided, with or
without deleting “the Chairman of the annual general meeting” but any such deletion must be initialled by the shareholder.
2. A shareholder’s instruction to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that
shareholder in the space provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from
voting at the annual general meeting as he deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or
his proxy is not obliged to use all the votes exercisable by the shareholder or his proxy, or cast them in the same way.
3. An alteration or correction made to this form must be initialled by the signatory/ies.
4. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached
to this form unless previously recorded by the transfer secretaries or waived by the Chairman of the annual general meeting.
5. The completion and lodging of this form will not preclude the relevant shareholder from attending the annual general meeting and
speaking and voting in person thereat to the exclusion of any proxy appointed in terms thereof, should such shareholder wish to
do so.
6. The Chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than
in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.
7. A minor must be assisted by his/her parent/guardian unless the relevant documents establishing his/her legal capacity are produced
or have been registered by the Company.
8. Where there are joint holders of any shares:
• Any one holder may sign this form of proxy;
9. The vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which the names of shareholders
appear in the company’s register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the
exclusion of the vote(s) of the other joint shareholder(s).Forms of proxy must be lodged with or posted to the Company’s transfer
secretaries’ offices in Johannesburg (Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg,
2001; PO Box 61051, Marshalltown, 2107) to be received no later than 09h00 on Wednesday 10 December 2014.
Shareholders’ Diary
Financial year end 28 February 2014
Declaration of final ordinary share cash N/A
Publication of financial results for the year 29 August 2014
Ordinary share cash dividend N/A
Last day to trade “CUM” dividend N/A
Trading “EX” dividend commences N/A
Record date N/A
Payment date 29 August 2014
Integrated Annual Report posted to shareholders 12 December 2014
Annual general meeting November 2014
Publication of interim results
Corporate information
DIRECTORS as at 5 August 2014
WJ Groenewald * • HH Hickey # • V Lessing # • JK van Zyl * • SM Roper # • A Bóhmert * • EA van Heerden *
* Executive # Independent non-executive
Please refer to page 9 and 10 for further details on each director.
AUDITORS
Grant Thornton
COMPANY REGISTRATION NUMBER
1998/020520/06
DOMICILE
Republic of South Africa
SECRETARY
A Rich (on behalf of Statucor Proprietary Limited)
REGISTERED OFFICE
202 Waterfront Terraces, Waterfront Road, Bellville, 7530
POSTAL ADRESS
PO.Box 5405, Tygervalley, 7536
COUNTRY OF INCORPORATION
Republic of South Africa
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg 2001
PO Box 61051, Marshalltown, 2107
BANKERS
Absa Bank Limited
First National Bank Limited
TELEPHONE
(021) 914 5566
DESIGNATED ADVISOR
PSG Capital
ENQUIRIES
[email protected]
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AFDAWN 2014 ANNUAL REPORT
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