AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
JSE share code: AEEI
ISIN: ZAE000195731
("AEEI" or “the Company”)


ANNOUNCEMENT BY AEEI OF ITS FIRM INTENTION TO MAKE AN OFFER TO SHAREHOLDERS TO
REPURCHASE THEIR SHARES AND THE SUBSEQUENT PROPOSED DELISTING OF AEEI FROM THE
                                                JSE



1. INTRODUCTION

  1.1   Shareholders of AEEI (“Shareholders”) are hereby advised that the board of directors of the
        Company (“Board”) has resolved to propose a transaction (“Transaction”) to Shareholders
        incorporating:

        1.1.1   an offer by AEEI to all “Eligible Shareholders”, being all Shareholders other than
                Sekunjalo Investment Holdings Proprietary Limited (“SIH”), to acquire all of the AEEI
                ordinary shares (“Shares”), other than the 346 685 622 Shares held by SIH (“Offer
                Shares”), for a cash consideration of R1.15 per Share (“Offer Consideration”) (“Offer”),
                in accordance with the provisions of sections 48 and 117(1)(c) of the Companies Act,
                2008 (Act 71 of 2008) (as amended) (“Companies Act”) and paragraphs 1.15 and 1.16
                the Listings Requirements of the JSE Limited (“JSE”); and

        1.1.2   the subsequent delisting of the Shares from the JSE, subject to approval thereof by
                Eligible Shareholders at a general meeting (“General Meeting”) in accordance with the
                provisions of paragraph 1.16 of the Listings Requirements (“Delisting”).

  1.2   AEEI will acquire the Offer Shares for the Offer Consideration which, in terms of section 114(2)
        of the Companies Act and paragraph 1.15(d) of the Listings Requirements, must be deemed by
        an independent expert acceptable to the JSE (“Independent Expert”), to be fair.

  1.3   The Offer, which is an affected transaction as defined in section 117(1)(c) of the Companies Act,
        will be regulated by Chapter 5 of the Companies Act, Chapter 5 of the Companies Regulations,
        2011, promulgated under the Companies Act (which includes the “Takeover Regulations”
        issued pursuant to sections 120 and 223 of the Companies Act) (“Companies Regulations”)
        and the Takeover Regulation Panel (“TRP”).

  1.4   The content of this announcement (“Firm Intention Announcement”) reflects AEEI’s firm
        intention to make an offer to Eligible Shareholders as contemplated in the Takeover Regulations.

  1.5   The purpose of this Firm Intention Announcement is to notify Shareholders of the Transaction
        and to inform them of the salient terms and conditions of the Offer and the Delisting.
2. THE OFFER AND OFFER CONSIDERATION

  2.1   AEEI will acquire the Offer Shares, being a maximum of 144 336 812 Shares, in respect of which
        valid acceptances are received prior to the closing date of the Offer, for a total maximum Offer
        Consideration of R165 987 333.80.

  2.2   The Offer will be subject to, inter alia, the condition that the Delisting, pursuant to the voluntary
        delisting provisions of the Listings Requirements, is approved by at least 75% of Shareholders
        present or represented by proxy at the General Meeting (“Delisting Resolution”) and the JSE
        (“Delisting Condition”).

  2.3   The Offer Consideration shall be settled in full, in accordance with the terms of the Offer without
        regard to any lien, right of set-off, counterclaim or other analogous right to which the Offeror may
        otherwise be, or claim to be, entitled against an Eligible Shareholders.

  2.4   The tax implications of the Offer are dependent upon the individual circumstances of the Eligible
        Shareholders and the tax jurisdiction applicable to such Eligible Shareholders. It is
        recommended that Eligible Shareholders seek appropriate professional advice in this regard.

  2.5   The Offer will be implemented on the issuance of the compliance certificate by the TRP in terms
        of section 119(4) of the Companies Act.

  2.6   The Delisting will occur pursuant to the Delisting Resolution being approved and the Offer being
        implemented.

3. BACKGROUND TO AND RATIONALE FOR THE OFFER

  3.1   Shareholders are referred to the recent announcements released on SENS (and using the terms
        defined therein unless otherwise stated) regarding (i) the unbundling by AEEI of its investment
        in AYO Technology Solutions Limited as detailed in the circular to Shareholders dated 1 June
        2023; and (ii) the proposed disposal by Kilomix, a wholly-owned subsidiary of AEEI, of its 30%
        shareholding in BTSA for R290 million. These transactions will reduce the NAV of the Company
        significantly.

  3.2   In the current operating environment and given the illiquidity of the Shares, the Board is of the
        opinion that AEEI’s remaining portfolio no longer warrants a listing on the JSE as it can no longer
        justify the costs and administrative burden of a listing relative to its benefits.

4. INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION

  4.1   In accordance with the requirements of the Takeover Regulations, AEEI has constituted an
        independent board comprising Willem Raubenheimer, Bongikhaya Qama and Stephen Nthite
        (“Independent Board”) for purposes of evaluating the terms and conditions of the Offer.

  4.2   The Independent Board has appointed Exchange Sponsors Projects Proprietary Limited as the
        Independent Expert in terms of section 114(2) of the Companies Act, regulation 110 of the
        Companies Regulations and paragraph 1.15(d) of the Listings Requirements, as read with
        Schedule 5 of the Listings Requirements, to provide the Independent Board with external advice
        in relation to the Offer and the Delisting, by way of a fair and reasonable opinion as required by
        and in compliance with the Companies Regulations and the Listings Requirements.

  4.3   The Independent Expert’s full report will be included in a circular to be issued to Shareholders
        (“Circular”).

5. CONDITIONS TO THE TRANSACTION

  5.1   The Offer shall be proposed by the Board (on recommendation of the Independent Board), in
        accordance with section 117(1)(c)(v) of the Companies Act, as read with the Companies
        Regulations.

  5.2   The implementation of the proposed Transaction will be subject to the fulfilment of the following
        conditions precedent by no later than 29 February 2024:

        5.2.1    all approvals, consents or waivers from those South African regulatory authorities as
                may be necessary in relation to the Offer and the Delisting, including such approvals as
                may be required from the JSE, are obtained on an unconditional basis or, to the extent
                that any such regulatory approvals, consents or waivers are obtained subject to any
                condition or qualification, AEEI confirms in writing that the condition or qualification is
                acceptable to it, which confirmation shall not be unreasonably withheld or delayed;

        5.2.2   the Delisting Resolution being adopted;

        5.2.3   all necessary Shareholder approvals and/or resolutions as may be necessary to give
                effect to the Offer have been obtained, including, but not limited to, the special resolution
                at the General Meeting of Eligible Shareholders in order to consider and, if deemed fit,
                pass, the special resolution in accordance with section 48(8), as read with section 114
                and 115 of the Companies Act and the special resolution of the Eligible Shareholders, in
                accordance with paragraph 5.69(b) of the Listings Requirements (the “Offer
                Resolutions”) and in the event of the provisions of section 115(3)(a) of the Companies
                Act becoming applicable:

                 5.2.3.1    within ten business days of the Offer Resolutions having been passed, AEEI
                            seeking court approval of the Offer in terms of section 115(5)(a) of the
                            Companies Act; and

                 5.2.3.2    AEEI not treating the Offer Resolutions as a nullity as contemplated in
                            section 115(5)(b) of the Companies Act;

        5.2.4   with regard to Eligible Shareholders entitled to and exercising their appraisal rights, either
                (i) Eligible Shareholders give notice objecting to the Offer as contemplated in section
                164(3) of the Companies Act and vote against the Offer Resolutions at the General
                Meeting in respect of less than or equal to 2% of all of the Offer Shares held by Eligible
                Shareholders or (ii) if Eligible Shareholders give notice objecting to the Offer Resolutions
                  and vote against the Offer Resolutions at the General Meeting in respect of more than
                  2% of all of the Offer Shares held by Eligible Shareholders, then within the time period
                  permitted in terms of the Companies Act, dissenting shareholders have exercised
                  appraisal rights, by giving valid demands in terms of sections 164(5) to 164(8) of the
                  Companies Act, in respect of less than or equal to 2% of all of the Offer Shares held by
                  Eligible Shareholders.

  5.3     Unless all the conditions precedent have been fulfilled by not later than the date for fulfilment
          thereof set out in paragraph 5.2, the Offer will lapse and will not become of any force or effect
          and the status quo ante will be restored.

6. CONCERT PARTIES

  6.1     AEEI and SIH are concert parties in relation to the Offer in terms of regulation 84 of the
          Companies Regulations and have therefore made declarations in the required form to AEEI and
          the TRP, as required by regulation 84(5) of the Companies Regulations. SIH will, accordingly,
          abstain from voting on the Offer.

  6.2     As at the date of this Firm Intention Announcement, the 346 685 622 Shares held by SIH
          constitute an aggregate of 70,60% of the issued share capital of AEEI.

7. IRREVOCABLE UNDERTAKINGS

  As at the date of this Firm Intention Announcement, AEEI has received irrevocable undertakings from
  the following Eligible Shareholders to vote in favour of the Delisting Resolution, who collectively hold
  47.27% of the Shares held by Eligible Shareholders:



                                                                          Number of      Shares held as a
                                                                         Shares held        percentage of
  Shareholder                                                      directly/indirectly   the Offer Shares

  Miramare Investments Proprietary Limited                                25 859 927               17.92%
  Altopiano Investments Proprietary Limited                               25 163 893               17.43%
  Integrated Managed Investments Proprietary Limited                      17 201 211               11.92%
                                                                          68 225 031               47.27%


8. CASH CONFIRMATION

  The funds to settle the Offer Consideration are in place and, in accordance with regulations 111(4) and
  111(5) of the Companies Regulations, AEEI has obtained and delivered to the TRP an irrevocable
  unconditional confirmation from Abraham Kiewitz Inc. that it holds sufficient cash in its trust account for
  the total Offer Consideration.

9. DISTRIBUTION OF THE CIRCULAR
   9.1     The Circular providing full details of the Offer and containing, inter alia, a notice of the General
           Meeting, the report by the Independent Expert and the recommendation of the Independent
           Board, will be distributed to Shareholders in due course.

   9.2     A further announcement setting out details of the salient dates and times will be published on
           SENS and in the press at the time of distribution of the Circular.

10. RESPONSIBILITY STATEMENTS

  8.1      The Independent Board, collectively and individually, accepts responsibility for the information
           contained in this announcement to the extent that it relates to AEEI. To the best of their knowledge
           and belief, such information contained in this announcement is true and nothing has been omitted
           which is likely to affect the importance of such information.

  8.2      The Board accepts responsibility for the information contained in this announcement to the extent
           that it relates to the Offeror. To the best of their knowledge and belief, such information contained
           in this announcement is true and nothing has been omitted which is likely to affect the importance
           of such information.



 CAPE TOWN
 16 October 2023



 Legal adviser to AEEI
 Smith Tabata Buchanan Boyes Inc.


 Corporate Advisor and Lead Sponsor to AEEI
 Vunani Capital Sponsors


 Joint Sponsor to AEEI
 Merchantec Capital