capital appreciation limited circular to capprec shareholders

266 Pages·2017·3.08 MB·English

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 6 of this Circular apply throughout this Circular including this cover page.
Action required by CAPPREC Shareholders
This Circular is important and should be read with particular attention to the “Action Required by CAPPREC Shareholders” section of this
Circular, which sets out the action required of CAPPREC Shareholders with regard to this Circular. If you are in any doubt as to the action you
should take, please consult your Broker, CSDP, banker, attorney, accountant or other professional adviser immediately.
If you have disposed of all your CAPPREC Shares, then this Circular should be forwarded to the purchaser to whom, or Broker, CSDP or
other agent through whom you disposed of your CAPPREC Shares.
CAPPREC does not accept any responsibility and will not be held liable for any failure on the part of the Broker or CSDP of any holder of
Dematerialised Shares to notify such CAPPREC Shareholder of this Circular and/or the General Meeting.
CAPITAL APPRECIATION LIMITED
(Incorporated in South Africa)
(Registration number 2014/253277/06)
JSE ordinary share code: CTA
ISIN: ZAE000208245
(“CAPPREC” or the “Company”)
CIRCULAR TO CAPPREC SHAREHOLDERS
regarding:
• the approval of the implementation of the Proposed AR-DP Transaction as a Category 1 transaction and the acquisition
of a Viable Asset in terms of the Listings Requirements for purposes of a listing on the Main Board, including, for
avoidance of doubt, the allotment and issue of the Consideration Shares, the Restraint Shares and the granting of the
Warrants, in connection therewith;
• the approval of the implementation of the Proposed SST Transaction as a Category 1 transaction and the acquisition
of a Viable Asset in terms of the Listings Requirements, including, for avoidance of doubt, the allotment and issue of
the SST Consideration Shares, in connection therewith;
• the granting of authority to provide financial assistance in terms of section 45 of the Companies Act;
• the granting of a general authority to issue Shares for cash in terms of the Listings Requirements;
• the granting of authority to amend the Share Plan in terms of schedule 14 to the Listings Requirements;
• approving the proposed use and retention of the Residual Capital as envisaged in this Circular in terms of paragraph
4.35(c) of the Listings Requirements; and
• the creation of vacancies on the Board,
and incorporating
• the Revised Listing Particulars;
• the Notice of General Meeting; and
• a form of proxy in respect of the General Meeting for use by Certificated Shareholders and Dematerialised Shareholders
with own-name registration only.
Independent reporting accountant
Sponsor to CAPPREC Legal counsel to CAPPREC and auditors to CAPPREC
Independent reporting accountant
Legal counsel to African Resonance and auditors to African Resonance Independent reporting accountant
and Dashpay and Dashpay to Dashpay
Independent reporting accountant and
Transfer Secretaries Legal counsel to Synthesis auditors to Synthesis
Date of issue: 31 March 2017
This Circular is available in English only. Copies may be obtained during normal business hours from the offices of the Company, Investec Bank
Limited and the Transfer Secretaries, whose addresses are set out in the ‘Corporate information and advisers’ section of this Circular. This
Circular will be  available from 31 March 2017 until 5 May 2017, both days inclusive. This Circular will also be available in electronic form on
the Company’s website (www.capitalappreciation.co.za) from 31 March 2017.
CERTAIN FORWARD-LOOKING STATEMENTS
This Circular contains statements about CAPPREC that are or may be forward-looking statements. All statements, other
than statements of historical facts, are, or may be deemed to be, forward looking statements, including, without limitation,
those concerning: strategy; the economic outlook and prospects for the payment systems, fin-tech and or financial
industry; cash costs, revenues and other operating results; growth prospects and outlook for operations and future
opportunities and pipelines, individually or in the aggregate; liquidity and capital resources and expenditure, the future
regulatory environment expected to apply at the market and the effects of the Proposed Transactions on the CAPPREC
Group and the expected timing of the Completion/s. 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”, “envisage”, “view”, “foresee”,
“forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “predict”, “project”, “potential” or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or future profits, cash
flows, corporate strategy, prospects, opportunities, market and/or industry projections, estimates of capital expenditures,
acquisition strategy or future capital expenditure levels and other economic factors, such as, inter alia, growth, interest or
exchange rates.
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. CAPPREC cautions that forward-looking statements are not
guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within
the industry in which CAPPREC operates (including as a result of a change to the regulatory environment, technology
developments, competition in the industry and/or change in the political landscape) may differ materially from those made
in, or suggested by, the forward-looking statements contained in this Circular.
All these forward-looking statements are based on estimates and assumptions, all of which estimates and assumptions,
although CAPPREC may believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or
statements may not eventuate. Many factors (including factors not yet known to CAPPREC, or not currently considered
material), could cause the actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied in those estimates, statements or assumptions.
CAPPREC Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is
applicable only at the date on which such forward-looking statement is made. New factors that could cause the business
of the CAPPREC Group or other matters to which such forward-looking statements relate, not to develop as expected
may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or
combination of factors may cause actual results, performance or achievements to differ materially from those contained
in any forward-looking statement are not known. CAPPREC has no duty to, and does not intend to, update or revise
the forward-looking statements contained in this Circular after the date of this Circular (whether as a result of new
information, future events, developments or otherwise), except as may be required by applicable law.
CORPORATE INFORMATION AND ADVISERS
The definitions and interpretations commencing on page 6 of this Circular apply throughout this Circular including this
‘Corporate information and advisers’ section.
Registered office and business address of CAPPREC Company secretary
4th Floor, One Vdara Horwath Leveton Boner
41 Rivonia Road (Independent auditor registration number 93787)
Sandhurst, 2196 3 Sandown Valley Crescent
South Africa Sandown, 2196
South Africa
Legal counsel to CAPPREC Legal counsel to African Resonance and Dashpay
Webber Wentzel Hogan Lovells (South Africa) Inc.
90 Rivonia Road 22 Fredman Drive
Sandton, 2196 Sandton, 2196
South Africa South Africa
(PO Box 61771, Marshalltown, 2107, South Africa) (PO Box 78333, Sandton, 2146, South Africa)
Legal counsel to Synthesis Sponsor
Werksmans Inc. Investec Bank Limited
155 5th Street (Registration number 1969/004763/06)
Sandton, 2196 100 Grayston Drive
South Africa Sandton, 2196
(Private Bag 10015, Sandton, 2146, South Africa) South Africa
(PO Box 785700, Sandton, 2146, South Africa)
Independent reporting accountant and auditors Independent reporting accountant and auditors
to CAPPREC to African Resonance and Dashpay
Ernst & Young Incorporated Grant Thornton
(Registration number 2005/002308/21) (Practice number 903485)
102 Rivonia Road Wanderers Office Park
Sandton, 2196 52 Corlett Drive
South Africa Johannesburg, 2196
(Private Bag X14, Sandton, 2146, South Africa) South Africa
Independent reporting accountant and auditors
Independent reporting accountant to Dashpay to Synthesis
KPMG Inc. BDO South Africa Incorporated
(Registration number: 1999/021543/21) (Registration number 1995/002310/21)
85 Empire Road 22 Wellington Road
Parktown, 2193 Parktown
South Africa Johannesburg, 2193
(Private Bag 9, Parkview, 2122) South Africa
(Private Bag X60500, Houghton, 2041, South Africa)
Transfer Secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Rosebank Towers
15 Biermann Ave
Rosebank
Johannesburg, 2196
South Africa
(PO Box 61051, Marshalltown, 2107, South Africa)
Corporate Banker Corporate Banker
Absa Bank Limited Investec Bank Limited
(Registration number 1986/004794/06) (Registration number 1969/004763/06)
7th Floor, Barclays Towers West, 100 Grayston Drive
15 Troye Street Sandton, 2196
Johannesburg, 2001 South Africa
South Africa (PO Box 785700, Sandton, 2146, South Africa)
(PO Box 7735, Johannesburg, 2000, South Africa)
Date of incorporation of CAPPREC: 3 December 2014 Place of incorporation of CAPPREC: South Africa
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TABLE OF CONTENTS
Page
CORPORATE INFORMATION AND ADVISERS 1
ACTION REQUIRED BY CAPPREC SHAREHOLDERS 4
SALIENT DATES AND TIMES 5
DEFINITIONS AND INTERPRETATIONS 6
CIRCULAR TO SHAREHOLDERS
1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR 15
2. ACQUISITION OF VIABLE ASSETS 16
3. AFRICAN RESONANCE AND DASHPAY (COMPRISING THE AR-DP TRANSACTION) 18
4. SYNTHESIS (SUBJECT OF THE SST TRANSACTION) 27
5. EXPANSION OPPORTUNITIES ACROSS AFRICA 28
6. RATIONALE FOR THE PROPOSED TRANSACTIONS 28
7. ACQUISITION OF AFRICAN RESONANCE 28
8. ACQUISITION OF RINWELL 30
9. ACQUISITION OF SYNTHESIS 31
10. VOTING ON THE PROPOSED TRANSACTIONS AT THE GENERAL MEETING 33
11. UNDERTAKINGS TO VOTE AT GENERAL MEETING 33
12. PROSPECTS 34
13. ADDITIONAL RESOLUTIONS 34
14. SHARE CAPITAL OF CAPPREC 34
15. FINANCIAL INFORMATION 34
16. GENERAL MEETING 36
17. ELECTRONIC PARTICIPATION IN THE GENERAL MEETING 36
18. DIRECTORS 36
19. OTHER MATERIAL MATTERS 36
20. WORKING CAPITAL STATEMENT 37
21. LITIGATION STATEMENT 37
22. EXPENSES 37
23. DIRECTORS’ RECOMMENDATION 37
24. ADVISERS’ CONSENTS 37
25. DIRECTORS’ RESPONSIBILITY STATEMENT 37
26. DOCUMENTS AVAILABLE FOR INSPECTION 38
27. EXCHANGE CONTROL APPROVAL 38
ANNEXURES
Annexure 1 Pro forma financial information of CAPPREC 39
Annexure 2 Independent Reporting Accountants’ Report on the compilation of the pro forma financial
information of the CAPPREC group 45
Annexure 3 Interim Financial Information of CAPPREC 47
Annexure 4 Independent Reporting Accountants’ Report on the interim financial information of
CAPPREC 53
Annexure 5 Historical Financial Information of African Resonance 55
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Page
Annexure 6 Independent Reporting Accountants’ Report on the historical financial information of African
Resonance 89
Annexure 7 Interim Financial Information of African Resonance 91
Annexure 8 Independent Reporting Accountants’ Report on the interim financial information of African
Resonance 114
Annexure 9 Historical Financial Information of Rinwell for the seven month period ended 30 June 2016 115
Annexure 10 Independent Reporting Accountants’ Report on the historical financial information of Rinwell
for the seven month period ended 30 June 2016 130
Annexure 11 Interim Financial Information of Rinwell 132
Annexure 12 Independent Reporting Accountants’ Report on the Interim Financial Information of Rinwell 133
Annexure 13 Historical Financial Information of Dashpay for the years ended 30 June 2016 and
30 June 2015 134
Annexure 14 Independent Reporting Accountants’ Report on the historical financial information of
Dashpay for the years ended 30 June 2016 and 30 June 2015 153
Annexure 15 Report of Historical Financial Information of Dashpay for the year ended 30 June 2014 155
Annexure 16 Independent Reporting Accountants’ Report on the historical financial information of
Dashpay for the year ended 30 June 2014 170
Annexure 17 Historical Financial Information of Synthesis 172
Annexure 18 Independent Reporting Accountants’ Report on the historical financial information of
Synthesis 188
Annexure 19 Interim Financial Information of Synthesis 190
Annexure 20 Independent Reporting Accountants’ Report on the interim financial information of Synthesis 209
Annexure 21 Revised Listing Particulars 211
APPENDIXES TO ANNEXURE 21
Appendix 1 Other directorships 241
Appendix 2 Details of material contracts entered into by CAPPREC 244
Appendix 3 Details of material contracts entered into by African Resonance 246
Appendix 4 Details of material contracts entered into by Rinwell and its wholly-owned subsidiary
Dashpay 247
Appendix 5 Details of material contracts entered into by Synthesis 248
Appendix 6 Extracts from the Memorandum of Incorporation of CAPPREC 249
Appendix 7 Extracts from the memorandum of incorporation of African Resonance 253
Appendix 8 Extracts from the memorandum of incorporation of Synthesis 254
Appendix 9 Ordinary Share trading history of CAPPREC 257
NOTICE OF GENERAL MEETING 258
FORM OF PROXY Attached
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ACTION REQUIRED BY CAPPREC SHAREHOLDERS
The definitions and interpretations commencing on page 6 of this Circular apply throughout this Circular including this
“Action required by CAPPREC Shareholders” section.
Please take careful note of the following provisions regarding the action required by CAPPREC
Shareholders.
If you have disposed of your CAPPREC Shares (in whole or in part), please forward this Circular to the purchaser of such
CAPPREC Shares or to the Broker, CSDP, banker or other agent through which such disposal was effected.
If you are in any doubt as to what action you should take, please consult your Broker, CSDP, accountant, banker, attorney,
accountant or other professional adviser immediately.
You should carefully read through this Circular and decide how you wish to vote on the resolutions to be proposed at
the General Meeting.
GENERAL MEETING
Notice of General Meeting
CAPPREC Shareholders are invited to attend the General Meeting, convened in terms of the Notice of General Meeting
(which is annexed to and forms part of this Circular), to be held at the offices of CAPPREC on the 4th Floor, One Vdara,
41 Rivonia Road, Sandhurst, 2196 at 10:00 on Friday, 5 May 2017 in order to consider, and if deemed fit, approve and adopt
the resolutions set out in the Notice of General Meeting forming part of this Circular.
If you hold Dematerialised Shares:
“Own-name” registration
You are entitled to attend, or be represented by proxy, and may vote at the General Meeting. If you are unable to attend
the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in
accordance with the instructions contained therein, to be received by the Transfer Secretaries, Computershare Investor
Services Proprietary Limited, Rosebank Towers, 15 Biermann Ave, Rosebank, Johannesburg, 2196, South Africa (PO Box
61051, Marshalltown, 2107, South Africa) by no later than 10:00 on Wednesday, 3 May 2017.
Other than “own-name” registration
If your CSDP or Broker does not contact you, you are advised to contact your CSDP or Broker and provide them with
your voting instructions. If your CSDP or Broker does not obtain instructions from you, they will be obliged to vote in
accordance with the instructions contained in the custody agreement concluded between you and your CSDP or Broker.
You must not complete the attached form of proxy. In accordance with the custody agreement between you and your
CSDP or Broker you must advise your CSDP or Broker timeously if you wish to attend, or be represented at the General
Meeting. Your CSDP or Broker will be required to issue the necessary Letter of Representation to you to enable you to
attend, or to be represented at, the General Meeting.
If you hold Certificated Shares
You are entitled to attend, or be represented by proxy, and may vote at the General Meeting. If you are unable to attend
the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in
accordance with the instructions contained therein, to be received by the Transfer Secretaries, Computershare Investor
Services Proprietary Limited, Rosebank Towers, 15 Biermann Ave, Rosebank, Johannesburg, 2196, South Africa (PO Box
61051, Marshalltown, 2107, South Africa) by no later than 10:00 on Wednesday, 3 May 2017.
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SALIENT DATES AND TIMES
The definitions and interpretations commencing on page 6 of this Circular apply throughout this Circular including the
following salient dates and times:
Key action
Posting Record Date to be eligible to receive the Circular Friday, 24 March 2017
Posting of Circular to CAPPREC Shareholders Friday, 31 March 2017
Last Day to Trade to participate in and vote at the General Meeting Monday, 24 April 2017
Voting Record Date to participate in and vote at the General Meeting Friday, 28 April 2017
Last day to lodge forms of proxy in respect of the General Meeting by 10:00 Wednesday, 3 May 2017
General Meeting to be held at 10:00 Friday, 5 May 2017
Results of General Meeting released on SENS Friday, 5 May 2017
Result of General Meeting published in the South African Press Monday, 8 May 2017
Notes:
1. The above dates and times are subject to amendment. Any such material amendment will be released on SENS and published in the South African
Press.
2. All times quoted in this Circular are local times in South Africa on a 24-hour basis, unless specified otherwise.
3. No orders to dematerialise or rematerialise Shares will be processed from the Business Day following the Last Day to Trade up to and including
the Voting Record Date, but such orders will again be processed from the first Business Day after the Voting Record Date.
4. The Certificated Register will be closed between the Last Day to Trade and the Voting Record Date.
5. CAPPREC Shareholders should note that, as transactions in securities (and thus CAPPREC Shares) are settled in the electronic settlement system
operated by Strate, settlement of trade takes place three Business Days after such trade. Therefore, persons who acquire CAPPREC Shares after
the Last Date to Trade as detailed in the table referred to above shall not be able to participate and vote at in the General Meeting.
6. If the General Meeting is adjourned or postponed, forms of proxy submitted for the General Meeting will remain valid in respect of any
adjournment or postponement of the General Meeting unless the contrary is stated on such form of proxy.
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DEFINITIONS AND INTERPRETATIONS
In this Circular, unless the context indicates otherwise, references to the singular shall include the plural and vice versa;
words denoting one gender include the others; words and expressions denoting natural persons include legal persons and
associations of persons; and the following words and expressions have the meanings assigned to them below:
“ Additional Committed African Rainbow Capital Proprietary Limited and the Student Support
Investors” Programme as part of the Capital Appreciation 67 Scheme;
“African Resonance” or “AR” African Resonance Business Solutions Proprietary Limited, registration number
1998/016632/07, a company incorporated in accordance with the laws of South
Africa;
“African Resonance Board” or the board of directors of African Resonance;
“ African Resonance Directors”
“ African Resonance Hanoch Neishlos, Wayne Fagan, Edmund Pieterse and Safika;
Shareholders”
“Alan Salomon” Alan Charles Salomon, a South African adult male with identity
number 490107 5101 084;
“AR Acquisition” the acquisition by CAPPREC of the AR Shares for the AR Consideration
pursuant to the AR Agreement;
“AR Agreement” the sale of shares agreement entered into by CAPPREC and the African
Resonance Shareholders in terms of which CAPPREC shall purchase the AR
Shares, dated 16 February 2017;
“AR Conditions Precedent” the conditions precedent to which the AR Agreement is subject, a summary of
which is set out in paragraph 7.3 of this Circular;
“AR Consideration” the aggregate purchase consideration payable by CAPPREC for the AR Shares in
terms of the AR Agreement, comprising an aggregate cash payment of
R295 000 000 and the allotment and issue of the AR Consideration Shares;
“AR Consideration Shares” 230 000 000 Ordinary Shares in aggregate;
“AR Shares” 100% of the issued shares of African Resonance;
“AUD” Australian Dollar, the lawful currency of Australia;
“B-BBEE” broad-based black economic empowerment as contemplated in the B-BBEE Act;
“B-BBEE Act” the Broad-Based Black Economic Empowerment Act, No 53 of 2003 and any
regulations and codes of good practice published thereunder;
“BDO” BDO South Africa Incorporated, registration number 1995/002310/21, registered
auditors, a firm of chartered accountants (CA) and the independent reporting
accountant to Synthesis;
“Board” the board of directors of CAPPREC;
“Bradley Sacks” Bradley Jonathan Sacks, an adult male with United States passport
number 452079037;
“Broker” any person registered as a broking member in equities in terms of the rules of
the JSE in accordance with the provisions of the Financial Markets Act;
“BSP” beneficiary service provider;
“Business Day” any day other than a Saturday, Sunday or official public holiday in South Africa;
“CAET” The Capital Appreciation Empowerment Trust, Master’s reference number
IT2296/2015(G), a trust established in accordance with the laws of South Africa;
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“CAPPREC Director” or a director of CAPPREC. Details of the current Directors are set out in
“Director” paragraph 4.1.1 of the Revised Listing Particulars;
“CAPPREC group” CAPPREC and its subsidiaries from time to time. As of the Last Practicable Date,
CAPPREC did not have any subsidiaries;
“CAPPREC Shareholder” a holder of a CAPPREC Share;
“CAPPREC Shares” or “Shares” the Constituent Shares and the Ordinary Shares;
“CAPPREC” or the “Company” Capital Appreciation Limited, registration number 2014/253277/06, a company
incorporated in accordance with the laws of South Africa;
“Castledash” Castledash Investment Holdings Limited, registration number HE 353446 and
organisation number 501206, a company incorporated in accordance with the
laws of the Republic of Cyprus, the entire issued share capital of which is owned
by Eitan Neishlos;
“Certificated Shareholders” CAPPREC Shareholders who hold Certificated Shares;
“Certificated Shares” CAPPREC Shares which have not been dematerialised, title to which is
represented by a share certificate or other Documents of Title;
“CIPC” the Companies and Intellectual Property Commission, established in terms of the
Companies Act;
“Circular” this document, dated Friday, 31 March 2017, including the annexures and
appendixes, the Revised Listing Particulars, the Notice of General Meeting and
form of proxy;
“Common Monetary Area” South Africa, the Republic of Namibia and the Kingdoms of Lesotho and
Swaziland;
“Companies Act” the South African Companies Act No. 71 of 2008, as amended or superseded
from time to time;
“Completed” with reference to the acquisition of a Viable Asset by CAPPREC, when such an
acquisition has become unconditional and the assets have been transferred into
the name of CAPPREC or a wholly-owned subsidiary of CAPPREC and
“Complete” and “Completion” shall be construed accordingly;
“Constituent Shares” ordinary shares of no par value in CAPPREC having the rights, preferences and
limitations as set out in the MOI;
“CSDP” a “participant” as such term is defined in section 1 of the Financial Markets Act;
“Dashpay” Dashpay Proprietary Limited, registration number 2011/008978/07, a company
incorporated in accordance with the laws of South Africa and a wholly owned
subsidiary of Rinwell;
“D ematerialised Shareholders” CAPPREC Shareholders who hold Dematerialised Shares;
“Dematerialised Shares” CAPPREC Shares which have been incorporated into the Strate system and
which are no longer evidenced by certificates or other physical Documents of
Title;
“Documents of Title” share certificates or any other documents of title to Certificated Shares
acceptable to the Company;
“Edmund Pieterse” Edmund Pieterse, an adult male with South African passport
number 620801 5068 086;
“EFTPOS” electronic funds transfer point of sale;
“Eitan Neishlos” Eitan Neishlos, an adult male with Israeli passport number 12613733;
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“Encumbrance” any mortgage, charge (fixed or floating), pledge, cession in security or out and
out, lien, assignment, hypothecation, guarantee, trust arrangement, right of
set-off, retention of title or other security interest, agreement or arrangement, or
other third party right or interest including any reservation of title or other
security interest of any kind, howsoever created or arising, or any agreement or
arrangement (whether or not subject to any suspensive or resolutive condition)
to create any of the above or that has a similar effect (including a sale,
subscription and repurchase agreement), as well as any right to acquire, option,
right of pre-emption or any similar right, and “Encumber” and
“Encumbered” shall have corresponding meanings;
“Escrow Agreement” the escrow agreement entered into between CAPPREC and Bowman Gilfillan
Inc., dated 21 September 2015;
“E xchange Control Regulations” Exchange Control Regulations, 1961, as amended, made in terms of section 9 of
the Currency and Exchanges Act, No. 9 of 1933, as amended;
“EY” Ernst & Young Incorporated, registration number 2005/002308/21, registered
auditors, a firm of chartered accountants (CA) and the independent reporting
accountant to CAPPREC;
“Financial Markets Act” the Financial Markets Act, No. 19 of 2012, as amended or superseded from time
to time;
“Firefly” Firefly Investments 275 Proprietary Limited, registration number
2012/048286/07, a company incorporated in accordance with the laws of South
Africa which is in the process of de-registration;
“Founders” Michael Pimstein, Bradley Sacks, Motty Sacks, Alan Salomon, CAET and PIC;
“Founders Agreement” the founders agreement entered into between the Founders and CAPPREC
pursuant to the Listing, dated 18 September 2015;
“GDP” gross domestic product;
“General Meeting” the general meeting of CAPPREC Shareholders to be held at the offices of
CAPPREC on the 4th Floor, One Vdara, 41 Rivonia Road, Sandhurst, 2196 at
10:00 on Friday, 5 May 2017, or any adjournment or postponement thereof, to
consider and, if deemed appropriate, approve the resolutions set out in the
Notice of General Meeting;
“Grant Thornton” Grant Thornton, registration number 1989/006900/07, registered auditors, a firm
of chartered accountants (CA) and the independent reporting accountant to
African Resonance and the Rinwell group, respectively;
“Hanoch Neishlos” Professor Hanoch Neishlos, a South African adult male with identity
number 470730 5160 083;
“HNS” HN Terminal Systems CC, registration number 2005/075094/23, a close
corporation incorporated in accordance with the laws of South Africa;
“IFRS” International Financial Reporting Standards, as issued by the International
Accounting Standards Board;
“Ingenico” as the context requires either Ingenico S.A., registration number 317218758, or
any of its affiliates;
“Jake Shepherd” Jake Damon Shepherd, a South African adult male with identity number
681103 5039 084;
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