DALE CAPITAL GROUP LIMITED
B.V.I No: 1443428
Substantial Transaction Circular in relation to:
The disposal of 100 per cent of the issued share capital of South African based Dale Capital Holdings SA
(Proprietary) Limited to Broad Reach (Pty) Limited and any loan account due to Dale Capital Group
Limited by Dale Capital Holdings SA (Proprietary) Limited for a total consideration of USD 2,596,356
which constitutes a substantial transaction under Chapter 13 of the Listing Rules:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
For a full appreciation of this Circular, the document should be read in its entirety. If you are in doubt about the
action you should take, you should consult your financial adviser, your investment dealer or any other
independent adviser immediately.
This Circular is not an invitation to the public to subscribe for shares in Dale Capital Group Limited. The circular
has been prepared for the purpose of complying with the Listing Rules, as issued by the Stock Exchange of
Mauritius Ltd, more specifically Chapter 13 of the Listing Rules.
9 December 2013
DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEE
AND THE FINANCIAL SERVICES COMMISSION
Neither the Listing Executive Committee (LEC) of the Stock Exchange
Of Mauritius Ltd (SEM), nor the the SEM, nor the Financial Services Commission (FSC)
assume any responsibility for the contents of this document. The LEC, the SEM
and the FSC make no representation as to the accuracy or completeness
of any of the statements made or opinions expressed in this document
and expressly disclaim any liability whatsoever for any loss arising from
or in reliance upon the whole or any part thereof.
1
1.
DECLARATION BY DIRECTORS
The Circular includes particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules Governing
the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors,
whose names appear below, collectively and individually accept full responsibility for the accuracy and
completeness of the information contained in this Circular and confirms having made all reasonable enquiries that
to the best of their knowledge and belief there are no other facts the omission of which would make any statement
herein misleading.
The Directors further declare that:
 After due enquiry by them, there have been no material adverse change in the financial or trading position
of Dale since the interim accounts as at 13 August 2013, being the last interim accounts published by
Dale.
 In their opinion, the working capital available to DCGL and its subsidiaries is sufficient for the Group’s
present requirements, that is, for at least 12 months from the date of issue of this circular.
Norman Theodore Noland
Nigel McGowan
Sanjeeven Ramasawmy
..........................................................
..........................................................
.........................................................
DOCUMENTS AVAILABLE FOR INSPECTION
The original Circular will be available for inspection at the office of Fortenberry Corporate Services Limited,2
River Court, St Denis Street, Port-Louis during normal business hours on any weekday (excluding Saturdays,
Sundays and public holidays) from the date of publication of this document up to and including 14 days after
publication of notices in the newspaper.
The Following additional documents will be available for inspection;
a) Audited Financial Statements of Dale Capital Group for the last two years
b) Articles of Association of Dale Capital Group Limited
c) Agreement for Sale of DCHSA
d) Agreement of transaction by Business Rescuer
e) The original copy of this Circular
The last material contract the Group entered into relates to the disposal of shares in Dale Capital Partners
(Mauritius) Limited in July 2011, for which a circular was forwarded to shareholders as the transaction was a
disclosable one.
2
Contents
1. DECLARATION BY DIRECTORS........................................................................................................... 2
2. LETTER FROM CHAIRMAN ................................................................................................................ 4
3. DEFINITIONS.................................................................................................................................... 6
4. INTRODCUTION ............................................................................................................................... 7
5. STRATEGIC RATIONALE AND TRANSACTION ..................................................................................... 7
(A) RATIONALE AND INITIATION OF THE TRANSACTION ..................................................................................... 7
DETAILS OF THE TRANSACTION ....................................................................................................................... 8
THE TRANSACTION ..................................................................................................................................... 8
EFFECTIVE DATE ......................................................................................................................................... 8
THE ACQUIRER .......................................................................................................................................... 8
CONSIDERATION ........................................................................................................................................ 8
VALUE OF ASSETS REALISED ........................................................................................................................... 9
.................................................................................................................... ERROR! BOOKMARK NOT DEFINED.
EXCESS OVER BOOK VALUE ............................................................................................................................ 9
DETERMINATION OF THE VALUE ..................................................................................................................... 9
PARTICULARS OF THE ASSETS BEING DISPOSED ................................................................................................... 9
IMPACT OF TRANSACTION ON DALE ................................................................................................................ 9
6. CORPORATE INFORMATION FOR DALE ........................................................................................... 10
THE COMPANY ........................................................................................................................................ 10
(A) STATEMENT OF DIRECTORS’ INTERESTS ......................................................................................... 11
STATEMENT OF THE INTERESTS OF THE DIRECTORS OF DALE CAPITAL GROUP LIMITED ................................................ 11
(B) SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS .............................................. 11
(C) REMUNERATION AND BENEFITS OF DIRECTORS OF DALE ............................................................................. 11
(D) CONTRACT OR ARRANGEMENTS INVOLVING DIRECTORS OF DALE .................................................................. 11
(E ) CONTRACT OR ARRANGEMENTS INVOLVING DIRECTORS OF DALE ..................................................................... 11
(F) ABRIDGED FINANCIAL INFORMATION ON DALE ......................................................................................... 12
7. LITIGATION.................................................................................................................................... 14
8. STATEMENT OF INDEBTEDNESS...................................................................................................... 14
9. CAPITAL REDUCTION . ................................................................................................................... 15
10. ACQUISITION OF KINGDOM BANK AFRICA LIMITED AND FUTURE PROSPECTS AND TRANSACTIONS16
11. CONCLUSION ............................................................................................................................... 16
3
2.
LETTER FROM CHAIRMAN
Dear Shareholder,
In line with the strategy reported in the past 2 annual reports and via communications in the quarterly reports I
confirm that the executive team has continued with the strategy embarked on over the previous three years which
was to reduce debt via the sale of assets. Given the huge challenges as a result of illiquidity, the lack of
shareholder support to fund investments and operations, together with the challenges of raising new capital,
marginal success was achieved towards further debt reduction of all group debt.
The heavy cost of finance and inability to fund cash starved infrastructure and investments resulted in continued
reduction in shareholder value. Illiquidity inhibited executives in the implementation of any turnaround plans
focused on re-engineering the group strategy back to its historically successful private equity roots which existed
prior to the global financial crisis.
The executive team has at all times attempted to keep directors and the majority of shareholders informed about
the current and ongoing status of the group.
Illiquidity on the one hand and the worst possible time to sell assets on the other hand, and especially property
assets, has created a stressful and difficult environment within which to operate.
I am however pleased to report that in spite of all the difficulties expressed in this letter we have continued in our
attempts to identify and evaluate investment and acquisition opportunities. Directors have been determined to
stabilize the group via sale of assets, elimination of debt and focus on a strategy geared towards re-structuring the
group and providing a platform which would be more attractive to new capital raising and thereafter proceed with
carefully screened investment opportunities.
The investment focus and strategy provides for two core investment components:
 Investment in Banks and Financial Services, and
 A private equity strategy structured via a Protected Cell Company (PCC), investing in niche areas /
market sectors where the group has traditionally been successful prior to the commencement of the global
crash in 2008.
 The sectors are tabled elsewhere in this circular. (also see proposed structure below)
The board now proposes to finally conclude the restructuring process through the elimination of the last highly
geared asset Shelley Point Hotel, in settlement of debt, and acquisition of a majority stake in the Bank Sector
which will become an “anchor investment” in the group’s portfolio.
These transactions will enable management to give a fresh impetus to the Group’s core strategy and to actively
seek out new avenues for development with an agenda of steadily recovering NAV for shareholders as a result of
losses during the global recession.
4
Dale Listed
entity
Protected Cell Company (PCC)
< to be set up>
Kingdom African Diversified Private Equity Fund
Global Food
Security
Bank and Financial
Services Holding
Bella Amigo
Group
Information
Technology
Mining
Resources
Tourism
Renewable
energy
and
infrastructure
Leisure
Property
Kingdom Bank Africa
Limited
Going forward we do
see ourselves holding
majority stakes in other
small African Bank.
The inherent risks and required working capital of any new strategy is not the subject of this circular and will be
properly addressed early in 2014.
 The Board of Directors of Dale Capital Group Limited is recommending the sale of Dale Capital
Holdings (SA) Ltd for USD 2,596,356 with an effective date of 1st November 2013.
 The Board is also recommending the acquisition of 64.25% of Kingdom Bank Africa Ltd via an issue of
28,000,000 shares in Dale Capital Group at a share price of MUR 3.An Application will be made, to the
SEM once approval of the Bank of Botswana is obtained, which is expected to be in January 2014.
The Board of directors has approved the above transactions subject to appropriate shareholder and regulatory
approvals. It is to be noted that the directors have obtained the approval of 65 % of Dale Capital Group Limited
shareholders to proceed with these transactions.
Shareholders are encouraged to read this entire document, including the risk factors set out in section 10 before
deciding how to vote. We recommend the disposal and acquisition.
In conclusion I thank management and staff for loyalty during and extremely difficult 3 year period and encourage
shareholders to support management and the group during the recovery cycle.
Thanking you,
Norman Noland
5
3.
DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
“Broadreach” or “the Acquirer”
Broadreach (Pty) Limited a Company incorporated in the Republic of
South Africa carrying registration number 2011/118775/07
“Brotherhood”
Brotherhood Holdings Ltd a company established in the British Virgin
Islands with registered number 455789;
“Dale”
Dale Capital Group Limited, a company incorporated by way of
continuation in the British Virgin Islands on 7 November 2007 with
registered number 1443428
“Dale Shares”
ordinary shares of no par value in the capital of the DCGL;
. “DHCSA” or “Dale Capital Holdings A company incorporated in the Republic of South Africa bearing
SA (Pty) Limited
registration number 2006/002653/07.
“Disposal” or “the Disposal”
the transaction in which DCGL disposes of 201 issued ordinary shares in
the capital of DCHSA representing 100% of the total issued share capital
for a total consideration of GBP 1,590,891,426 ( USD 2,596,356) payable
by the offset of a debt amounting to USD 2,596,356 due by DCGL to
Shelley Point Investment Holdings Limited .
“Directors”
the directors of the Company as at the date of this document, whose
details are set out on page 7 of this document;
“Group”
the remaining businesses of DCGL following the Disposal;
“Official Market”
the Official List of the SEM;
“Kingdom”
Or “KBAL”
Kingdom Bank Africa Limited, a company incorporated
in the Republic of Botswana with registered number1996/10864/07;
“SEM”
the Stock Exchange of Mauritius Ltd;
“USD”
United States Dollars being the currency of the United States of America;
6
4.
INTRODUCTION
Dale Capital Group Limited has during the course of this current financial year, which ends on 28 February 2014,
been involved in attempts to sell highly geared and non-cash generating investments and then to return to its
successful private equity strategy prior to the global crash in 2008. Presenting the company as a Private Equity
Investment Holding Company, investing in niche sectors of business in Southern Africa.
As a result of the above Dale Group:
i)
ii)
iii)
Has placed its main asset, Shelley Point Hotel Spa and Country Club Limited into Business Rescue.
This was necessary to avoid liquidation as a result of illiquidity and expensive levels of debt..
Decided to exit the Les Ecuries Hotel and Beach Club Project in Mauritius.
After extensive discussions over 2 years directors have successfully concluded agreement to acquire
a majority stake in Kingdom Bank Africa Limited which will be settled with new shares in DCGL.
Brotherhood is an investment holding company registered in Guernsey, Channel Islands under company number
455789 and having its administered office at Stenham Trustees Limited in Guernsey. Brotherhood has been
involved in raising capital and making private equity investments within the sub-Saharan area since 2000. The
company has invested in Zimbabwe, Botswana, and South Africa in the areas of banking, financial
services, property, and agriculture (specifically timber estates and timber production). The issued shares of
Brotherhood are held by Aldenham Investments Ltd, as a nominee for the Issachar Trust whose settlor is Nigel
Muranganwa Kudzayi Chanakira.
Mr Chanakira is an awarding winning businessman based in Harare, Zimbabwe. Through Brotherhood, he has
been very active in corporate activities within SADC involving banking greenfields, mergers and acquisitions,
corporate restructuring and managing business entities. Mr Chanakira brings to Dale Capital an extensive global
network, deal flow, in-depth experience of conducting business within SADC addition to the Kingdom Bank
franchise. He is best known as a founding partner in greenfield banking and financial services franchises in
Zimbabwe, Botswana, Malawi and South Africa together with a recovery operation in Zambia. Mr Chanakira has
sold off his commercial banking interests to focus exclusively on private equity and offshore banking
through Dale Capital
Under the terms of these transactions Dale will reduce its ownership and related risk in Shelley Point to
Zero.
5.
STRATEGIC RATIONALE AND TRANSACTION
(a) Rationale and initiation of the Transaction
In numerous announcements to shareholders and the public over the last two years directors have continually
announced strategic focus to eliminate all debt, re-structure and then conclude a strategic partnership with the
majority owners of Kingdom Bank Africa Limited. The partnership/merger is conditional on the sale of Shelley
Point Hotel Spa and Country Club given the heavy interest burden on the Hotel and the continued Liquidity
pressures arising from the investment.
The intention in this circular is to outline and announce the steps taken in order to formalise the exit of Shelley
Point Hotel. The Key benefits of the disposal of the shares will include;
-
Reduce the gearing of the Listed Company by USD 2,596,356 and the Group by USD 8,889,518
Conclude commitments for cash resources available to strengthen and fund new ventures
7
-
-
Increased focus on core strategy, as considerable attention has been directed to cope with the illiquidity
of the group and challenges which have been continued to impact on directors given the group’s current
position.
Allow for a leaner Balance Sheet and increase the chances of capital raising.
Potentially improve the ability of directors to raise further new capital:
o to expunge the remaining lower levels of debt post approval of the transactions documented in
the circular,
o To fund group operations.
o To adequately further capitalise targeted investments in the pipeline including Kingdom Bank
Africa Limited. Discussions with foreign based investors have proceeded well and directors hope
to conclude commitment to invest in the group as soon as the required approvals have been
obtained.
It has always been the company’s strategy to align itself with a “Financial Services Partner”. In recent years these
partnerships have been via ownership of equity in Trinity Asset Management and AfrAsia Bank. The extreme
difficulties which faced the group soon after the commencement of the global recession and the fact that almost all
of the group’s investment where in investment cycles which were not as yet income generating resulted in
directors having to proceed with the sale of assets in order to reduce debt. This has been a difficult task and the
approval of these transactions will to a large extent eliminate the remaining illiquidity challenges faced by
directors.
The conclusion of the Kingdom Bank Africa Limited acquisition places the group in a position where it will be
speedily able to implement the company’s strategic focus of being a private equity investment holding company
investing, primarily, in financial services and selected other niche sectors, where the directors have experience,
network and opportunity.
The Dale directors in establishing this strategic relationship with the current majority shareholders of Kingdom
Bank are confident that the potential successes of a new common vision will speedily be realised.
Details of the transaction
The Transaction
Dale has agreed to sell 201 ordinary shares having a par value of ZAR 0.01 each held in DCHSA to Broadreach
for a total consideration of USD 2,596,356. DCHSA owns 63% of Shelley Point Hotel, Spa and Country Club
Limited. After the transaction DCHSA and Shelley Point Hotel ,Spa and Country Club Limited will cease to be
step-subsidiaries of Dale.
Effective Date
The effective date of the disposal is 1 November 2013.
The Acquirer
The acquirer is Broadreach Pty Limited, a company duly incorporated in the Republic of South Africa.
Consideration
The total consideration (net of realisation costs) for the sale of 201 shares amount to USD 2,596,356. The
consideration will be settled by Broadreach taking over the debt owed by Dale to Shelley Point Investment
Holdings Limited.
Under the terms of the agreement Broadreach shall owe Shelley Point Investment Holdings Limited and take over
all liabilities relating to DCHSA and the Hotel. The Hotel assets were valued , accounting for impairment as a
8
going concern at USD 8.5 Million in the last audited accounts of the Group and related Debt stood at USD 6.3
Million.
Value of assets realised
The value of the assets realised is USD 2,905,186 in the books of Dale Capital Group Limited as at 30 November
2013
Excess over book value
The consideration to be received represents a deficit of USD 308,830 over the book value.
Determination of the value
The consideration was determined through a negotiated process between Broadreach, Dale and Shelley Point
Investment Holdings Limited. The negotiation took into consideration a range of issues including:
(i)
The recommendations of the Business Rescue Practitioner and his last reports;
(ii) Discussions with the senior lenders, bond holders and all creditors of the Shelley Point Hotel Spa and
Country Club (Pty) Ltd; and
(iii) The requirement for additional cash inflows into the Hotel given the long term nature of the Hotel Industry
in South Africa.
Warranties
No warranties have been made by Dale on performance other than relating to information disclosed
Particulars of the Assets being disposed
Dale Capital Holdings SA (PTY) Ltd
DCHSA is engaged in investment holding and Financials services for the Dale Group in South Africa. It currently
holds 63% of Shelley Point Hotel , Spa and Country Club Limited, a 4 star Hotel on the West Coast of South
Africa.
The investee company has a contingent liability of ZAR 500,000 (USD 48,962) to Standard Bank of South Africa
Limited and R6, 083, 144.32 to Nedbank Limited and has effectively been an investment holding company in the
last year.
DCHSA as a group has had the following losses attributed to it in the two preceding Financial years, year 2012,
USD 1,392,488 and year ending 2013, USD 5,136,563
Impact of Transaction on Dale
The Disposal of the aforementioned shares will result in a Net loss of USD 308,830 on disposal of and a resulting
EPS forecast at USD -0.03at year end 28 February 2014 for Dale and For the Group a net gain USD 1,170,792
and EPS Forecast of USD -0.05.
Post the Transaction the assets of the Company will reduce by USD 2,905,186 and the Liabilities of the Company
by 2,596,356. On a Group position the assets will reduce by USD 8,500,000 and Liabilities by 8,889,518.
The impact on NAV for the Group per shares will be USD 0.05 and on the Company it will be USD -0.01.
9
Costs associated with this transaction are estimated at USD 21,000, consisting of advisory & legal fees of USD
10,500, Printing and Postage fees of USD 3,500, corporate fees of USD 7,000 and SEM fees of MUR 20,000.
6.
CORPORATE INFORMATION FOR DALE
The Company
Current Directors
Norman Theodore Noland
Sanjeeven Ramasawmy
Nigel Hampton McGowan
Executive Chairman
Non Executive Director
Non Executive Director
Appointed wef 01.01.2014
Nigel Chanakira
Non Executive Director
Michael McNaught
Non Executive Director
(It is the intention of the new board to pursue appointment of a new CEO and Financial Director by the end of
the financial year. (Feb 2014))
Company Secretary
& Registry
Fortenberry Corporate Services Ltd
2 River Court, St Denis Street
Port-Louis
Registered agent
Mossack Fonseca & Co., (B.V.I.) Ltd.
Akara Building, 24 de Castro Street
Wickhams Cay 1, Road Town
Tortola
British Virgin Islands
Sponsor and broker
Anglo Mauritius Stockbrokers Ltd
3rd Floor,Swan Group Centre,
10 Intendance Street,
Port Louis, Mauritius
Reporting Accountants
Crowe Horwath (Mauritius)
and Auditors
Public Accountants
3rd Floor, Amod Building
19 Poudrière Street
Port Louis,Mauritius
10
(a) STATEMENT OF DIRECTORS’ INTERESTS
Statement of the interests of the directors of Dale Capital Group Limited
As at 31 October 2013, being the latest practical date prior to the publication of this document, the holdings of the
Directors, and of connected persons’ of a Director (the existence of whom is known or could with reasonable
diligence be ascertained by that Director) are as follows:
(a) Holdings of shares
Director
Norman Theodore Noland
Nigel McGowan
Sanjeeven Ramasawmy
Number of shares
1,098,582
45,860
112,566
% of issued share capital
4.26
0.18
0.44
(b) SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS
The holdings, direct and indirect that amounted to five per cent, or more of the issued share capital of the
Company is as follows:
Shareholder
Number of shares
% of issued share capital
Wanaka Property Holdings (Mauritius)
Limited
Matalla Pension Fund
Shelley Point Investment Holdings
Limited
Woodlands Global Holdings Limited
Woodlands House Investment Holdings
Limited
3,225,855
12.51
2,710,511
2,231,873
10.52
8.66
3,000,268
11.64
2,072,722
8.04
(c) Remuneration and benefits of Directors of Dale
The Total emoluments accrued to Directors of Dale by any member of the Group for the year ended 28 February 2013
amounted to USD 105,800.
(d) Contract or arrangements involving directors of Dale
The Total emoluments accruable to Directors of Dale and payable for the year ended 28 February 2014 are
estimated at USD 115,000.
(e ) Contract or arrangements involving directors of Dale
There are no services contracts for the directors of Dale and no contract or arrangement subsisting at the date of
the Circular in which a director of Dale is materially interested and which is significant in relation to the business
of the Group.
11
(f) Abridged Financial Information on Dale
STATEMENTS OF FINANCIAL POSITION
THE GROUP
Unaudited
Audited
Audited
Aug
Feb
Feb
2013
2013
2012
USD
USD
USD
THE COMPANY
Audited
Feb
2013
USD
Unaudited
Aug
2013
USD
Audited
Feb
2012
USD
ASSETS
Non-current assets
Property, plant and equipment
8,595,706
9,605,677
20,168,631
-
-
-
Investment Property
-
873,600
1,062,400
-
-
-
Investments in subsidiary
-
-
-
2,508,270
2,708,270
9,321,928
1,202,400
1,123,200
4,713,877
-
-
231,257
9,798,106
11,602,477
25,944,908
2,508,270
2,708,270
9,553,185
965,106
1,087,222
2,159,783
1,564,430
1,576,613
2,624,931
10,763,212
12,689,699
28,104,691
4,072,700
4,284,883
12,178,116
21,818,315
21,818,315
21,818,315
21,818,315
21,818,315
21,818,315
(23,083,576)
(22,118,431)
(10,425,832)
(20,776,397)
(20,446,361)
(12,638,705)
(1,265,261)
(300,116)
11,392,483
1,041,918
1,371,954
9,179,610
1,798,739
1,986,861
5,204,546
-
-
-
533,478
1,686,745
16,597,029
1,041,918
1,371,954
9,179,610
-
-
8,363,952
-
-
2,132,661
10,229,734
11,002,954
3,143,710
3,030,782
2,912,929
865,845
10,763,212
12,689,699
28,104,691
4,072,700
4,284,883
12,178,116
Net Asset Value per share :
0.05
(0.01)
0.49
0.04
0.06
0.39
Number of shares in issue*
23,416,696
23,416,696
23,416,696
23,416,696
23,416,696
23,416,696
Investment in financial assets
Current assets
EQUITY AND LIABILITIES
Stated capital
Reserves
Shareholders' interest
Non-controlling interest
Total equity
Non-current liabilities
Current liabilities
12
STATEMENTS OF COMPREHENSIVE INCOME
THE GROUP
Audited
Feb
2013
USD
Unaudited
Aug
2013
USD
CONTINUING ACTIVITIES
Audited
Feb
2012
USD
THE COMPANY
Audited
Feb
2013
USD
Unaudited
Aug
2013
USD
Audited
Feb
2012
USD
REVENUE
Investment Income
23,053
54,766
128,325
-
-
-
467,061
2,691,604
2,443,975
-
2,932
250,000
490,114
2,746,370
2,572,300
-
2,932
250,000
Administrative expenses
(136,280)
(193,150)
(623,058)
(29,232)
(35,417)
(438,236)
Operating expenses
(765,738)
(2,967,532)
(3,974,116)
(68,068)
(120,518)
(14,928)
Loss from operations
(411,904)
(414,312)
(2,024,874)
(97,300)
(153,003)
(203,164)
Finance costs
(268,141)
(890,166)
(1,482,811)
(69,019)
(122,673)
(735,730)
Net loss on investments
Loss for the year from continued
operations
(437,133)
(9,203,983)
(982,650)
(163,717)
(7,531,980)
(8,770,933)
(1,124,094)
(10,508,461)
(4,490,335)
(330,036)
(7,807,656)
(9,709,827)
(3,458)
(6,644)
(87,026)
-
-
-
-
-
(162,771)
-
-
-
(1,120,636)
(10,515,105)
(4,740,132)
(330,036)
(7,807,656)
(9,709,827)
(3,458)
(4,395,179)
(1,275,798)
-
-
-
(1.183,592)
(14,910,284)
(6,015,930)
(330,036)
(7,807,656)
(9,709,827)
Shareholders of the parent
(932,514)
(7,297,420)
(3,694,670)
(330,036)
(7,807,656)
(9,709,827)
Non-controlling interest
(188,122)
(3,217,685)
(1,045,462)
-
-
-
Shareholders of the parent
(995,470)
(11,692,599)
(4,970,468)
(330,036)
(7,807,656)
(9,709,827)
Non-controlling interest
(188,122)
(3,217,685)
(1,045,462)
-
-
-
(0.04)
(0.31)
(0.16)
(0.01)
(0.33)
(0.41)
(0.04)
(0.31)
(0.16)
(0.01)
(0.33)
(0.41)
-
-
-
-
-
-
Turnover
Income tax income
Discontinued Operations
Loss for the period
Other comprehensive income
Total comprehensive loss for the
period
Loss attributable to:
Total
comprehensive
attributable to:
loss
Loss per share continuing and
discontinuing operations
Loss
per
share
continuing
operations
Dividend per share
13
(g) Abridged Financial Information on Dale pre & Post Transaction
(h)
Non-Current Assets
Current Assets
Share Capital
Reserves & NCI
Equity attributable to
shareholders
Non-Current Liabilities
Current Liabilities
THE GROUP
Pre
Post Transaction Transaction
-30 Nov 2013
31 Aug 2013
USD
1,202,400
9,798,106
366,930
965,106
1,569,330
10,763,212
THE COMPANY
Pre
Post Transaction Transaction
-30 Nov 2013
31 Aug 2013
USD
804,396
2,508,270
351,818
1,564,430
1,156,214
4,072,700
21,818,315
(20,985,766)
21,818,315
(21,284,837)
21,818,315
(21,398,882)
21,818,315
(20,776,397)
832,549
533,478
419,433
1,041,918
736,781
1,569,330
10,229,734
10,763,212
736,781
1,156,214
3,030,782
4,072,700
The table above shows the expected impact of the transaction on the balance sheet of the company.
7.
LITIGATION
Neither the Company nor any of the Subsidiaries is involved in any governmental, legal or arbitration proceedings
and, so far as the Directors are aware, there are no governmental, legal or arbitration proceedings pending or
threatened against them, or being brought by the Company or any of the Subsidiaries, during the 12 months
preceding the date of this document which may have, or have had in the recent past, a significant effect on the
financial position or profitability of the Company except for the proceeding against the Hotel, as detailed below:
(i)
Letter of Demand from RMB for ZAR 20 Million
8.
STATEMENT OF INDEBTEDNESS
At 31 Aug 2013
Bank Loans
Bank Overdraft
Shareholder Loans
Developer Loan on
Hotel
The secured loans relate mainly to bonds and
equivalent to USD 50,000 in DCHSA.
Secured
Unsecured
40,000
2,729,718
5,731,273
576,342
176,529
-
pledges over the Hotel Assets. The Group had contingent Liabilities
14
Post Transaction the statement of Indebtedness of the Group is expected to be as follows;
9.
At 31 Aug 2013
Secured
Unsecured
Bank Loans
Bank Overdraft
Shareholder Loans
40,000
315,260
176,529
CAPITAL REDUCTION
After relevant consultations, the Board of Directors of the Company has decided that the Company shall make the
following capital reduction.
(i) Reduction of the stated capital of the Company by USD 20,500,000 (“Proposed Capital Reduction”).
The credit arising from the proposed capital reduction of USD 20,500,000, respectively will be used to set off
against the accumulated losses of the Company as at 28 February 2014. The Capital Reduction does not involve
any reduction in the authorised or issued share capital of the Company, nor does it involve either the diminution of
any liability in respect of unpaid share capital or the payment to any shareholder of any paid up share capital.
The Capital Reduction will become effective as from 28th February 2014 in the books of Dale Capital Group
Limited.
Reason for the Capital Reduction.
It is estimated that at 28 February 2014, the Company will have, on a unconsolidated basis before the capital reduction,
accumulated losses of approximately US$21 Million. The Capital Reduction, which has the effect of setting off the
accumulated losses of the Company against the credit arising on the Capital Reduction, is designed to ensure that the
Company will have a capital structure that would permit the payment of dividends as and when the Board of Directors
considers it appropriate in the future. At this stage, there can be no assurance that a dividend will be declared or paid in
future even if the Capital Reduction has become effective.
Impact of the Capital Reduction
Implementation of the Capital Reduction will not, of itself, alter the underlying assets, business, operations,
management, financial position or the share capital of the Company.
10.
RISKS
The Group will continue to be exposed to risks as disclosed in its last annual report. Given the current
transaction, these risks will be greatly reduced in South Africa and more focused and dependent on the
macro-economic conditions prevalent in Mauritius until such time as the Group concludes its additional
acquisitions and spreads its risk further.
15
11.
ACQUISITION OF KINGDOM BANK AFRICA LIMITED AND FUTURE PROSPECTS AND
TRANSACTIONS
The Board and Major Shareholders have approved the acquisition of 64,25 % of Kingdom Bank Africa Limited for a
consideration of $ 2.8 Million in quoted shares of Dale and a formal Approval has been made to the Bank of Botswana
to Approve the transaction. Although previously announced in January 2013, the transaction has had conditions
precedent which included the exit of Shelley Point and clearing of major debt on both sides.
This process has taken longer than anticipated and the completion of same has achieved improved Balance Sheet and
lower risk.
This Kingdom Bank acquisition and exit of Shelley Point is the final step in re-structure prior to the listed entity reentering and re-activating it’s private equity strategy.
In the first quarter of 2014 the Group will be making an application for a Protected Cell Company to the FSC in which
to house investments private equity investment into the Sub-Saharan African region. The transaction pipeline is
significant.
The Kingdom Bank acquisition will increase the assets of the Group by $ 2.8 Million and Equity of the Company by the
same amount.
The directors require shareholder approval and as soon as Bank of Botswana approval has been obtained will proceed to
conclude an initial current commitment of new capital of $5m.Approval is sought from Shareholders in order to
facilitate and finalize application for the further Issue of shares. An Application will be made, to the SEM once
approval of the Bank of Botswana is obtained, which is expected to be in January 2014.
12.
CONCLUSION
The directors of Dale Capital Group Limited consider the terms of the transactions to be in the best interests of the
shareholders of the company.
By order of the Board
Fortenberry Corporate Services Ltd
2 River Court, St Denis Street,
Port-Louis, Mauritius
Corporate secretary
06 December 2013
Copies of the circular are available free of charge at the office of Fortenberry Corporate Services Limited,
2 River Court, St Denis Street, Port- Louis, Mauritius.
This circular is issued pursuant to Listing Rule 13.15(b) (i).
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Notice of Special Meeting of Shareholders
Notice is hereby given that a special meeting of Dale Capital Group Limited will be held at the office of
Fortenberry Corporate Services Ltd, 2 River Court, St Denis St, Port-Louis, Mauritius at 9 am on Friday
20th December 2013 for the purpose of considering and, if thought fir, passing the following resolutions which
will be proposed as an ordinary resolution:
ORDINARY RESOLUTION
“The Shareholders hereby approve the Transaction, the terms and conditions of which are set out in the
Circular dated 6th December 2013, approved by the Stock Exchange of Mauritius Ltd and duly circularised (the
‘Circular’), comprising:
1. The sale by Dale Capital Holdings (SA) PTY Limited to Broadreach Pty Limited for GBP 1,590,519 ( USD
2,596,356), with the consideration to be settled by the taking over of Debt due to Shelley Point Investment
Holdings Limited of Equivalent amount.
2. Approve the capital reduction of USD 20,500,000
3. In principle Approval for the Acquisition of 64.25% of Kingdom Bank Africa Limited.
The Board of Directors is hereby authorised to execute any agreement and any ancillary documents pertaining
to the Transaction and to do all such things and undertake all such acts as may be required to give effect to
the Transaction.
In accordance with the provisions of the Articles of Association of the Company, the validity of the present
Resolution is moreover conditional upon a simple majority of the votes of the shareholders, being cast in
favour.”
Voting and Proxies
A shareholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy or proxies to attend,
speak and vote in his/her stead. A proxy need not be a member of the company. For the convenience of registered
members of the company, a form of proxy is enclosed and is only to be completed by those shareholders who:

Hold ordinary shares in certificate form

Have dematerialised their ordinary shares through the Central Depository & Settlement Co. Ltd (CDS) or
broker and wish to attend the special meeting. Shareholders must instruct the CDS or broker to provide them
with the relevant Letter of Representation, or they must provide the CDS or broker with their voting
instructions in terms of the relevant custody agreement entered into between then and the CDS or broker.
Proxy forms should be forwarded to reach the Company Secretary at least 48 hours before the time of the meeting
(Excluding Saturdays, Sundays and public holidays in Mauritius)
By order of the board
Fortenberry Corporate Services Ltd
Company Secretary
9th December 2013
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Form of Proxy
Dale Capital Group Limited
Share code: DCPL.N000
For use only by ordinary shareholders at the special meeting (meeting) of the company to be held at the office of
Fortenberry Corporate Services Ltd, 2 River Court, St Denis St, Port-Louis, Mauritius at 9 am on Friday 20th
December 2013 for the following purposes.
I / We (full registered name)
Of (full registered address)
Being the holder of Ordinary
shares (enter number)
1. ______________________________________ or failing
him/her
Do hereby appoint
2. ______________________________________ or failing
him/her
3. The Chairman of the meeting as my/our proxy to act for me/us
at the meeting for the purposes of considering and, if deemed
fit, passing, with or without modifications, the resolutions to be
proposed at each adjournment thereof, to vote for and/or against
the resolutions and/or to abstain from voting for and/or against
the resolutions in respect of the shares registered in my/our
name in accordance with the following instructions:
Resolutions
For
Number of shares
Against
Abstain
1. Approve the Sale of Dale Capital Holdings SA (Pty) Ltd
2. Approve the Capital Reduction proposed by the Directors
3. In Principle Approval for the acquisition of 64.25% of Kingdom
Bank Africa Limited subject to relevant regulatory approvals
Signed
at
___________________________________
on
__________________
2013
Signature _____________________________________________________________
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Notes to the form of proxy.
1. The form of proxy must only be used by certificated or dematerialised shareholders.
2. Shareholders are reminded that the onus is on them to communicate with the CDS or broker
3. A shareholder entitled to attend and vote may insert the name of a proxy or the names of an alternative proxy
of the shareholder’s choice.
4. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each share held.
A shareholder’s instructions to the proxy must be indicated by inserting the relevant number of votes
exercisable by the shareholder in the appropriate box(es). Failure to comply with this will be deemed to
authorise the proxy to vote as he / she deems fit.
5. Documentary evidence establishing the authority of the person singing the form of proxy in a representative
capacity must be attached to this form, unless previously recorded by the company or unless this requirement
is waived by the Chairman of the meeting.
6. Where there are joint holders of shares, any one holder may sign the form of proxy.
7. Forms of proxy must be lodged with or mailed to the Company Secretary to be received no later than 48 hours
before the time of the meeting (Excluding Saturdays, Sundays and public holidays in Mauritius)
8. Any alterations or corrections made to this form of proxy, other than the deletion of alternatives, must be
initialled by the signatory/ies.
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