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Pre-Listing Statement

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Pre-Listing Statement AYO TECHNOLOGY SOLUTIONS LIMITED (previously known as Sekunjalo Technology Solutions Limited) (incorporated in the Republic of South Africa) Registration number: 1996/014461/06 JSE share code: AYO ISIN: ZAE000252441 (“AYO Technology” or “the Company”) PRE-LISTING STATEMENT The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this cover page. This Pre-listing Statement is not an invitation to the public to subscribe for securities, but is issued in compliance with the JSE Listings Requirements, for the purpose of providing information to the public with regard to AYO Technology. This Pre-listing Statement does not constitute, envisage or represent an offer to the public, as envisaged in the Companies Act, nor does it constitute a prospectus registered in terms of the Companies Act. This Pre-listing Statement is issued in respect of the Private Placement, to be undertaken by AYO Technology in conjunction with the Listing, involving an offer to Invited Investors to subscribe for Private Placement Shares in AYO Technology at the Placement Price, such placement to be implemented by: 1. AYO Technology issuing up to 99 782 655 new Shares to Invited Investors at an issue price of R43.00 per share, thereby raising R4.3 billion for AYO Technology; and 2. the subsequent Listing of all the Shares of AYO Technology in the Computer Services sector on the main board of the JSE. 2017 Opening date of Private Placement on Wednesday, 13 December Closing date of Private Placement at 17:00 on Friday, 15 December Results of Private Placement released on SENS on Monday, 18 December General Meeting to approve the issuing of the Private Placement Shares and the B-BBEE Consortium Shares at 10:00 on Monday, 18 December Listing of Shares on the JSE expected at commencement of trade at 9:00 on Thursday, 21 December Notes: 1 Please refer to the “Salient Dates and Times” section on page 11 of the Pre-listing Statement for a detailed timetable of the Private Placement and the Listing. 2 Invited Investors must advise their CSDP or Broker of their acceptance of the Private Placement Shares in the manner and by the cut-off time stipulated by their CSDP or Broker. Please note: • The offer, in the form of the Private Placement, are being made to Invited Investors only and will comprise up to 99 782 655 Private Placement Shares at the Placement Price. This Pre-listing Statement is not an invitation to the public to subscribe for Shares in AYO Technology. • Only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act or who subscribe for Private Placement Shares, the subscription cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement. • The offer and the relevant information that pertains to the offer in respect of the Invited Investors is combined in this Pre-Listing Statement for the sake of convenience only. Immediately prior to the Private Placement and the Listing: • the authorised shares of AYO Technology comprised 2 000 000 000 Shares; • the issued shares of AYO Technology comprised 244 342 539 Shares; • AYO Technology will have no treasury shares in issue. Assuming that 99 782 655 new Private Placement Shares are issued at the Placement Price of R43.00 per Share, then immediately after the implementation of the Private Placement, on Listing: • the authorised shares of AYO Technology will comprise 2 000 000 000 Shares; • the issued shares of AYO Technology will comprise 344 125 194 Shares; • AYO Technology will have no treasury shares in issue; and • the anticipated market capitalisation of AYO Technology will be approximately R14.7 billion. On the Listing Date, all Shares in issue shall rank pari passu with each other in all respects, including in respect of voting rights and dividends. There are no convertibility or redemption provisions relating to any of the Private Placement Shares offered in terms of the Private Placement. The Private Placement Shares will only be issued in dematerialised form. No certificated Private Placement Shares will be issued. The Private Placement will not be underwritten. There will be no fractions of Private Placement Shares offered in terms of the Private Placement. The Listing is conditional on (i) shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the Conditions Precedent. The JSE has granted AYO Technology a listing of all its issued Shares in the Computer Services sector on the main board of the JSE under the abbreviated name “AYO”, share code “AYO” and ISIN ZAE000252441 with effect from the commencement of trade on Thursday, 21 December 2017, subject to AYO Technology having satisfied the JSE Listings Requirements regarding the spread of public shareholders. The Directors, whose names are given in the “Corporate Information” section of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by the JSE Listings Requirements. The Independent Reporting Accountant, whose reports are contained in this Pre-listing Statement, have given, and have not withdrawn, prior to the date of this Pre-listing Statement, their written consent to the inclusion of their reports in the form and context in which they appear. Each of AYO Technology’s advisors, whose names appear on the cover page and in the “Corporate Information” section of this Pre-listing Statement, has consented in writing to act in the capacity stated and to its name appearing in this Pre-listing Statement, and has not withdrawn its consent prior to the publication of this Pre-listing Statement. An abridged version of this Pre-listing Statement will be released on SENS on Wednesday, 13 December 2017 and published in the press on Thursday, 14 December 2017. Corporate Advisor Transaction Advisor Attorneys Independent Reporting and Sponsor Accountant and bookrunner ATTORNEYS Corporate Finance Date of issue: Wednesday, 13 December 2017 This Pre-listing Statement is available in English only. Copies may be obtained during normal business hours from the registered office of AYO Technology and from the offices of the Transaction Advisor and Sponsor, whose addresses are set out in the “Corporate Information” section of this Pre-listing Statement from Wednesday, 13 December 2017 until the Listing Date (both days inclusive). A copy of this Pre- listing Statement will also be available on AYO Technology’s website (www.ayotsl.com). IMPORTANT LEGAL NOTES The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this section. This Pre-listing Statement is not an invitation to the public in South Africa or in any other jurisdiction to subscribe for securities, but is issued in compliance with the JSE Listings Requirements, for the purpose of providing information in respect of AYO Technology to Invited Investors. This Pre-listing Statement does not constitute, envisage or represent an offer to the public in South Africa, as envisaged in the Companies Act, nor does it constitute a prospectus registered in terms of the Companies Act. ISSUED IN SOUTH AFRICA ONLY This Pre-listing Statement has been issued in South Africa only. The distribution of this Pre-listing Statement may be restricted by law. Persons into whose possession this Pre-listing Statement comes, must inform themselves about and observe any and all such restrictions. The release, publication or distribution of this Pre-listing Statement in certain jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of the non-resident Shareholder to satisfy himself or herself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with this Pre-listing Statement. Any Shareholder who is in doubt as to his position, including, without limitation, his tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay. FORWARD-LOOKING STATEMENTS This Pre-listing Statement contains statements about AYO Technology and the AYO Technology Group that are or may be forward- looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
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