Ditikeni Preference Shares, Series ll, Class “A”
| Issuer | Ditikeni Investment Company Limited |
| Instrument | Participating, cumulative, redeemable Preference Shares, known as Series II, class “A” |
| Purpose | To raise capital to enable Ditikeni to participate in the numbers Black Empowerment opportunities available to it |
| Term | Seven years |
| Closing | 31 December 2011 |
| Coupon | Dividends, paid at 72% of prime per annum. Rolled up and compounded if not paid |
| Equity participation | 15% of profits at termination |
| Investment basis | Draw down |
| Minimum investment | R1 million |
| Commitment period | Three years from 1 January 2012 |
| Security | The underlying assets plus a call on Ditikeni’s balance sheet in the event of default, ranked behind the Series 1 preference shares but ahead of the ordinary shareholders |
| Participation rights | The assets underlying Series 11 will be ring-fenced. Holders will not share in the return or risk associated with any other Ditikeni assets |
| Funds committed to date | R4.5 million, committed by the Ditikeni Trust (R2.5 million), the Ackerman Pick ‘n Pay Charitable Foundation (R1 million) and other investors (R1 million) |
| Undertakings by Ditikeni | i) The Series 11 Pool will have pre-emptive rights to any transaction offered to the Ditikeni Group and which requires cashii) All transactions currently under consideration by Ditikeni, and which require cash, will be offered to the Series 11 Pool |
| Investment Committee | Investment decisions will be made by an Investment Committee consisting of two Ditikeni representatives and representatives of the Series 11 Pool shareholders. Investors committing R10 million or more will have veto rights |
| Tax treatment | Dividends are currently tax free. When then Withholding Tax on Dividends is introduced, the dividend rate will be adjusted accordingly |
| Other classes of Series ll Preference Shares | Within Series ll, Ditikeni intends to offer to certain associates a class of preference shares which will be identical to Class “A” Preference Shares as to financial return, but which will have no call on Ditikeni’s assets in the event of default |
| Interim Investments | To enable Ditikeni to commence the making of investments prior to Closing, Investors will be invited to participate in Draw Downs before that date, and will earn interest at prime until 31 December 2011. From the first Draw Down after 1 January 2012, all investors will be equalised and issued with Preference Shares according to their contributions |
| Capital Sought | Between R25 million and R100 million |
| Contact Details | Investment Advisor: Gordon Young Cell: 082 928 0028 E-mail: gordonyoung@ditikeni.co.za Company:
Tel: (021) 447 9277 E-mail: info@ditikeni.co.za Web: www.ditikeni.co.za |