Directors’ Report continued 10. Secretary The company secretary at the year end is Mr. W Somerville (on behalf of William Somerville Governance Services cc) of: Business address: 56 5th Avenue Melville Johannesburg 2092 Mr. W Somerville resigned as company secretary on 31 July 2014 and Mr. A Rich (on behalf of Statucor Proprietary Limited) was appointed in his stead. Mr. A Rich is of: 2nd Floor Block D The Boulevard Office Park Searle Street Woodstock 7925 11. Material transactions 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: 272 086 442. Acquisition of Knife Capital: The company acquired 100% of the issued share capital of Knife Capital (Pty) Ltd (“Knife Capital”) on 8 April 2014 by issuing 100 000 000 ordinary shares 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. 12. Allegro Holdings Proprietary Limited ("Allegro") Afdawn previously concluded a Memorandum of Understanding (28 February 2013) which will facilitate an amicable conclusion to the matter. Progress has been slow in this regard. Thus far the company has not become aware of any information during its deliberations that will alter our conclusion reached previously. To the date of signing this report no claims have been received by Afdawn, nor have we been able to establish any basis for a potential claim against Afdawn and therefore no provisions have been made for any such contingency. 13. Special resolutions The special resolutions set out below were passed at the Annual General Meeting ("AGM") held on 15 October 2013 and the general meeting on 21 January 2014. All special resolutions were accepted and passed. Since the date of the last Directors report no material special resolutions were passed by any of the subsidiaries. Annual General Meeting - 15 October 2013: * General authority to repurchase shares * Approval of non-executive directors’ remuneration * Financial assistance to related or inter-related companies within the group AFRICAN DAWN 3 0 ANNUAL REPORT 2014 General Meeting - 21 January 2014 * Authority to issue the Knife Capital (Pty) Ltd acquisition shares and the rights offer shares.
AFRICAN DAWN ANNUAL REPORT 14
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