AYO TECHNOLOGY SOLUTIONS LIMITED - Listing of Ayo Technology on The Main Board of The JSE Limited ("JSE") and Abridged Pre-Listing Statement

Listing of Ayo Technology on The Main Board of The JSE Limited ("JSE") and Abridged Pre-Listing Statement

(Previously Sekunjalo Technology Solutions Limited)
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN ZAE000252441
("AYO Technology" or the "Company")



1.1.   AYO Technology is a broad based black economic empowerment
       ("B-BBEE") information and communication technology ("ICT")
       group offering numerous end to end solutions to a host of
       industries. The AYO Technology group was established in 1996
       and has evolved over this time through continually adapting
       to the local and international ICT landscape. The process of
       adaptation was enabled by acquiring new businesses,
       partnerships and sourcing innovative technology within its
       existing portfolio. AYO Technology, through its divisions,
       subsidiaries and partners provides solutions to both the
       public and private sector within South Africa and abroad,
       with its private sector client base comprising mostly blue-
       chip multinationals. The AYO Technology group maintains
       strong relationships and holds key value-added reseller or
       supplier agreements with principles such as Nokia Siemens
       Networks South Africa (Pty) Ltd, InterSystems Corporation,
       Cisco Systems, Microsoft Corporation, IBM and Riverbed
       Technology Inc, which provides the group with continuous
       access to up to date technology. The AYO Technology group
       has a strategic relationship with BT Communications Services
       South Africa Proprietary Limited ("BT").

1.2.   Shareholders are herewith advised that the JSE has granted
       AYO Technology a listing by way of introduction of all its
       issued ordinary shares on the main board of the JSE
       ("Listing"), under the abbreviated name "AYO", share code
       "AYO" and ISIN ZAE000252441, with effect from the
       commencement of trade on Thursday, 21 December 2017
       ("Listing Date"), subject to obtaining the requisite
       shareholder spread as required in terms of the listings
       requirements of the JSE ("JSE Listings Requirements"). AYO
       Technology will be listed in the "Computer Services" sector
       of the main board of the JSE.

1.3.   In order to provide AYO Technology with additional capital
       to fund its further expansion, AYO Technology will, in
       conjunction with the Listing, undertake a private placement
       involving an offer to invited investors to subscribe for up
       to 99 782 655 ordinary no par value shares of the Company
       ("Private Placement Shares") at R43.00 per share thereby
       raising R4.3 billion for AYO Technology ("Private Placement").

1.4.   Prior to the Listing, AYO Technology shall issue 31 960 000
       ordinary no par value shares ("B-BBEE Consortium Shares") to
       various broad based empowered consortiums ("B-BBEE
       Consortium Share Issue").

1.5.   African Equity Empowerment Investment Limited's shareholding
       in AYO Technology will, as a result of the Private Placement,
       be reduced from 69.55% (following the B-BBEE Consortium Share
       Issue) to approximately 49% on the Listing Date


2.1.   The pre-listing statement in relation to the Listing, which
       contains detailed information regarding AYO Technology
       ("Pre-listing Statement"), was published today, Wednesday,
       13 December 2017 on AYO Technology's website (www.ayotsl.com).

2.2.   Terms appearing in title case in this announcement and that
       are not otherwise defined herein, shall bear the meanings
       assigned to them in the Pre-listing Statement.


     The salient dates and times relating to the Private Placement
     and the Listing are set out below:

Abridged Pre-listing Statement published        Wednesday, 13 December
on SENS on                                              

Pre-listing Statement published on AYO          Wednesday, 13 December
Technology's website (www.ayotsl.com) and                  
made available for inspection

Opening date of Private Placement on            Wednesday, 13 December

Abridged Pre-listing Statement published        Thursday, 14 December
in the press on

Closing date of Private Placement at 17:00      Friday, 15 December

Notification of application to successful       Monday, 18 December
Invited Investors on

Results of Private Placement released on        Monday, 18 December

General Meeting to approve the issuing of       Monday, 18 December
the Private Placement Shares and the B-BBEE
Consortium Shares at 10:00 on

Accounts at CSDPs/Brokers updated in            Thursday, 21 December
respect of Dematerialised Shareholders on

Listing of Shares on the JSE expected at        Thursday, 21 December
commencement of trade at 09:00 on

1. The above dates are subject to change. Any such change will be
   announced on SENS.

2. All references to dates and times are to local dates and times
   in South Africa. 

3. Invited Investors must advise their CSDP or Broker of their
   acceptance of the Private Placement Shares in the manner and
   cut-off time stipulated by their CSDP or Broker.

4. CSDPs effect payment on a "delivery-versus-payment" basis.


     The Abridged Pre-Listing Statement appearing below, is not an
     invitation to the public to subscribe for Shares, but is issued
     in compliance with the JSE Listings Requirements for the
     purpose of providing information to the public and investors
     in respect of AYO Technology.


4.1.1.   AYO Technology is an ICT business focused on growth and
         its strategy is underpinned by a vision of creating a truly
       global, innovative and scalable B-BBEE ICT Group with its
         roots in South Africa. It intends to achieve this through:   targeting global innovation and growth areas of ICT and
           acquiring/partnering with experts in the space;   exploring synergies between its partners and its
           existing portfolio, with a view to maximizing the
           potential of its existing portfolio; and   exploiting the opportunities that exist in servicing
           multinationals based in South Africa who require both
           B-BBEE and an international network capability.

4.1.2.   AYO Technology's growth strategy will be enabled by the
         capital raised pursuant to the Private Placement. The
         capital raised, the strategic relationship with BT and the
         strong acquisition pipeline will enable AYO Technology to
         be one of the most empowered multidiscipline ICT groups
         with, a full suite of products and services that is able
         to deliver turnkey ICT solutions to any client.


       The various existing businesses of the AYO Technology Group
       are detailed below:

4.2.1.   HST   HST was founded in 1980 and is a specialist provider of
           optimized and integrated healthcare ICT solutions with
           offices in Cape Town, Johannesburg, Durban and
           Polokwane. HST's capabilities include:      the provision of modular and integrated healthcare
                information systems across all levels of care;      development, implementation and training services;      project management of complex and large implementations;      a blend of local and international skills, expertise and 
                products; and      the provision and management of mission critical
                ICT infrastructure.

4.2.2.   Puleng Technologies

         Puleng Technologies delivers product solutions and
         professional services to predominantly large blue-chip
         organisations. Puleng Technologies is a proudly South
         African B-BBEE Level Two ICT company with its roots firmly
         planted around building local expertise and providing
         clients with "Project Success" linked to the solutions
         that Puleng Technologies design and support. The Puleng
         Technologies blueprint provides clients with a client-
         centric strategy to manage and secure the two most valuable
         assets an organisation has, its "data" and "users", while
         at the same time providing a platform to build an
         efficient, collaborative governance, risk, and compliance
         (GRC) program to address IT risk facing its client's

4.2.3.   Headset Solutions

         Headset Solutions was established in 1993 and is currently
         one of the largest importers and distributors of headsets
         on the African continent, with a presence in 10 African
         countries. Headset Solutions distributes two of the most
         notable brands within the telecommunications and consumer
         electronic markets, being Plantronics, which is a personal
         audio communication headset designer for a wide range of
         devices; and Konftel, which is one of the leading
         manufacturers of audio conferencing equipment. Headset
         Solutions seeks to deliver cutting edge telecommunication
         solutions backed up by exceptional service and after sales
         support. It is viewed as a value-added distributor by its
         principals and distributes throughout the African market
         via an in-house warehouse and distribution channel.

4.2.4.   Afrozaar

         Afrozaar is a software consulting services and product
         development business, that specialises in providing
         scalable digital solutions to retailers, media groups and
         brand agencies. Afrozaar was founded in 2010, and has a
         client footprint in Africa, USA and Europe. Afrozaar's
         specialised digital media product set has been bundled
         into "The Publisher's Toolbox", a platform where each
         product can exist independently of the other, however when
         integrated, provides an enterprise content distribution
         ecosystem. Afrozaar is focused on the provision of
         multimedia platforms within an Amazon cloud hosted
         environment, where scalability and performance is
         achievable with minimal risk and cost.

4.2.5.   WWC

         WWC is a digital transformation strategy and advisory firm
         with a 15-year track record in providing technology, client
         and change management solutions to businesses across
         Africa in order to add real business value. WWC works with
         medium to large B2C and B2B clients in government, retail,
         finance, telecommunications and the automotive industry.
         As a people and technology company, WWC partner with
         business leaders to create a clear picture of their
         organisation's digital potential and help them articulate
         their vision to the business. With these fundamental
         building blocks in place, their clients focus shifts to
         mapping out the best way to making that picture a reality.

4.2.6.   Digital Matter

         Digital Matter, formed in 2000, is a specialist IT company
         focusing on enterprise application and solution
         development. Digital Matter is a certified Microsoft
         Corporation development partner and incorporates Microsoft
         Corporation technology as a digital platform in all
         applications, products and solutions. Digital Matter has
         product offerings covering mobile inspection management
         (InspectionOne), fixed asset management (AssetAuditor),
         tracking solutions, as well as solutions developed for
       clients in mobile field service, property inspections,
         franchise evaluation, mobile banking and commissioning.


4.3.1.   Empowerment

         The Board and management view AYO Technology's empowerment
         credentials as a significant competitive advantage, which
         is underpinned by the B-BBEE ICT Sector Codes that seek to
         advance economic transformation and enhance the
         participation of Black People in the South African economy.
         B-BBEE has broad support across South Africa, and business
         communities are expected to take the lead in transformation
         by addressing employment and ownership within their
         businesses. Recently new and more onerous B-BBEE ICT Sector
         Codes have been published which provide more preferential
         procurement points to companies in the ICT sector that
         procure products and services from entities that are 51%
         Black owned (and 30% Black women owned) (as these terms
         are defined in the B-BBEE ICT Sector Codes). It is these
         additional 11 points that customers of the Group can
         benefit from by procuring up to 40% of their total
         procurement from 51% Black owned businesses and a further
         5 points for procuring 12% of their total procurement from
         30% Black women owned businesses. AYO Technology believes
         that its B-BBEE ownership will enable it to rely on those
         changes to expand its business. In addition, South African
         companies listed on the JSE now have to publish a
         compliance report on their B-BBEE status annually and
         report on this to the B-BBEE commission established in
         terms of the B-BBEE Act. Considering the above legislation
         and the current competitive landscape, AYO Technology is
         well positioned to increase the market share of its current
         product and service offering and has attracted significant
         deal flow to acquire or partner with companies that require
         B-BBEE ownership in order to maintain or grow their
         businesses. Relative to its peers in the South African ICT
         sector, AYO Technology is expected to be favourably
         positioned to offer its clients more points for
         preferential procurement on their B-BBEE scorecard due to
         AYO Technology being 51% Black owned (and 30% Black women
         owned) (as these terms are defined in the B-BBEE ICT Sector
         Codes). The ability of AYO Technology to maximise
         preferential   procurement   points   also   provides   the
         additional benefit of minimising operational risks for its

4.3.2.   Key Strategic Relationship with BT   AYO Technology will subscribe for 99% of the issued
           shares of Kilomix Investments, which holds 30% of the
           issued shares of BT, post the Listing, subject to the
           fulfilment of certain conditions precedent.   In addition to being an equity holder in BT, AYO
           Technology has entered into the BT Alliance Agreement ,
           in terms of which AYO will be one of BT's strategic
           partners in South Africa.   In terms of the strategic relationship:   AYO Technology and BT will pursue opportunities with
             new clients, where there is scope for co-operation
             and/or complementary products and/or services;   BT will partner with AYO Technology in pursuit of
             existing BT clients and new prospective clients that
             are international companies headquartered in South
             Africa (or with significant ICT requirements in South
             Africa), with ICT requirements that align to BT's
             standard products and services, where such clients
             have particular B-BBEE requirements (in this regard BT
             and AYO Technology have already concluded a teaming
             agreement in relation to a request for proposal already
             submitted to a prospective client);   Depending on the needs of the client, AYO Technology
             will generally act as the prime contractor, with BT
             acting as the subcontractor, however in certain
             circumstances BT may act as the prime contractor and
             AYO Technology as the subcontractor;   AYO Technology and BT will be entitled to market each
             other's products and services in South Africa, on a
             "resell" basis or as part of a bundled solution;   it is envisaged that a number of employees of BT may
             transfer, by written agreement, to AYO Technology in
       order to operationalise and empower AYO Technology
             with the skills and intellectual property required to
             fulfil contracts awarded; and   AYO Technology agrees to remain at least 51% Black
             owned and 30% Black woman owned.


       As part of AYO Technology's growth strategy and stemming
       from its empowerment credentials and the strategic
       relationship with BT, AYO Technology will expand its product
       and service stable and in this regard a host of complementary
       target companies have been engaged and are at various stages
       of due diligence, with agreements expected to be concluded
       post the Listing. The target companies have been selected
       for the complementary products and services they offer to
       AYO Technology's existing product and service offering.


       The AYO Technology Group's broad product and service offering
       for the following categories includes associated services,
       products and infrastructure platforms.

4.5.1.   Big Data Analytics

         The Group's technologies, allows its clients to analyse
         enormous datasets in real-time, facilitating pro-active
         decision making on information that is real-time. This is
         especially relevant in, but not limited to, a healthcare
         environment where patient safety is of utmost concern.

4.5.2.   Integration

         The Group deploys an integration engine, which provides
         the ability to integrate, in real time, and in accordance
         with international standards such as HL7 and IHE, thousands
         of devices, analyzers and external systems in order to
         deliver mission-critical results, guidance and
         interventions. Such integration is currently operational
         within the NHLS and the Western Cape Government where 1800
         integration points are active at any given time.

4.5.3.   Business Process Management

         This is the process of analysing existing processes and
         applying change management and business process re-
         engineering techniques, allowing AYO Technology to re-
         align its client's business and operational processes to
         implement solutions in accordance with best practice,
       ensuring optimal value to clients.

4.5.4.   Software Development

         Bespoke software developments, localisation of
         international productions for the African market and
         development of new solutions is a focus area within the
         AYO Group. The AYO Group uses this skillset both
         internally, to develop products, as well externally by
         selling this service to clients.

4.5.5.   Internet of Things (IoT)

         The AYO Technology Group has developed products that are
         at the forefront of wearable technologies in the
         entertainment, healthcare and security sectors.

4.5.6.   Data Security

         The AYO Techology Group provides data security within the
         South African banking, e-commerce and telecommunications
     sectors focusing on identity management, access management
         and governance, data auditing and data protection as well
         as security management for networks, servers and devices
         amongst other things. AYO Techology assists organisations
         in managing data, security governance and risk and ensuring

4.5.7.   Cloud Services

         AYO Technology has the ability to decommission an on-
         premise data centre and migrate to cloud or alternatively
         offer a hybrid cloud by integrating the on-premise data
         centre with a cloud. AYO Technology further has the
         ability to monitor performance of its client's cloud
         application and infrastructure, and leverage technology
         with algorithms and heuristics to provide insights into
         how its clients can improve cloud cost management and still
         deliver the same workload, gain cloud visibility and
         increase cloud resource utilization.

4.5.8.   Digital Transformation, Advisory and Training Services

         AYO Technology's advisory services offers guidance that
         enables clearer visualization and subsequent communication
         of the potential for digital transformation within an
         organisation. AYO Technology then works with the
         organisation to turn this picture of potential into a
         roadmap for digital transformation.

4.5.9.   AYO Academy

         Experience and skills availability are the biggest
         contributing factors to the success of any project.
         Unfortunately, the reality is that there is a lack of
         availability of experienced people in the local market,
         particularly emerging Black software developers. In order
         to ensure future success and longevity, AYO Technology has
         developed a mentorship programme in order to accelerate
         skills development within its business. In terms of this
         programme, AYO Technology offers bursaries to students or
         employs them on an internship or learnerships basis with
         the possibility of being retained as permanent employees


4.6.1.   The South African ICT sector is experiencing market
         consolidation to address a South African market demand for
         turn-key service providers. Over and above the demand for
         scalable turnkey service providers, the South African
         market lacks an empowered service provider and upon
         Listing, AYO Technology will be positioned as one of the
         leading empowerment groups in the South African ICT sector.
         Thus, in light of the current market conditions and
         regulation pertaining to Black economic empowerment in
         South Africa, AYO Technology is well positioned to capture
         part of the growing ICT spend across the South African
         market. AYO Technology's services are currently deployed
         in Africa and Europe and, as a result of AYO Technology's
         anticipated shareholding in, and strategic relationship
         with BT post Listing, an international brand providing
         access to global technology trends and to the broader
         global market, AYO Technology is further placed to grow
         its existing footprint.

4.6.2.   Accordingly, the rationale for the Listing is to:   raise capital in order to fund the rollout of the BT
           strategic relationship;   raise capital in order to fund the BT Subscription;   raise capital in order to fund AYO Technology's
           acquisition pipeline;   allow AYO Technology to use listed scrip to fund future
           acquisitions;   provide AYO Technology's management and employees an
           opportunity to acquire an equity stake in AYO Technology
           post the listing through the AYO Technology Incentive
           Scheme, which will also serve as a valuable retention
           and incentivisation tool;   provide Invited Investors with an opportunity to
           participate in the Private Placement; and   provide Shareholders with a liquid, tradeable asset
           within a regulated environment and with a market-
           determined share price.


4.7.1.   The Board believes that AYO Technology is well positioned
         for growth over the next three to five years and into the
         future. It is expected that the growth will be driven
         through leveraging AYO Technology's strong empowerment
         credentials, its strategic relationship with BT, as well
         as through a combination of acquisitions of new businesses,
         partnerships and sourcing innovative technology within its
         existing portfolio.

4.7.2.   AYO Technology's vision is to combine leading industry
         solutions and services in order to provide digital
         innovation that will help enable its clients to achieve
         their business objectives and gain a competitive advantage
         through successful digital transformation.

4.7.3.   Given the above, the Board is of the view that AYO
         Technology's prospects are favourable.


4.8.1.   AYO Technology will, in conjunction with the Listing,
         undertake the Private Placement by way of an offer to
         Invited Investors to subscribe for Private Placement
         Shares in AYO Technology at R43.00 per share, thereby
         raising R4.3 billion.

4.8.2.   Only persons who fall within the categories envisaged in
         section 96(1)(a) of the Companies Act or who subscribe for
         Private Placement Shares, the subscription cost of which
         is not less than R1 000 000 per single addressee acting as
         principal (as contemplated in section 96(1)(b) of the
         Companies Act), are entitled to participate in the Private

4.8.3.   The Listing is conditional on (i) shareholders of AEEI
         voting in favour of the resolutions required to issue the
         Private Placement Shares and the B-BBEE Consortium Shares
         at the General Meeting, (ii) all Private Placement Shares
         being placed in terms of the Private Placement and (iii)
         AYO Technology obtaining the requisite shareholder spread
         as required in terms of the JSE Listings Requirements.
         Should any of these conditions precedent fail, the Private
         Placement and any acceptance thereof shall not be of any
         force or effect and no person shall have any claim
         whatsoever against AYO Technology or any other person as
         a result of the failure of the conditions.


4.9.1.    The authorised and issued share capital of AYO Technology,
          immediately prior to the Listing Date, is set out below:

                                           Number of               R
         Authorised shares
         Ordinary Shares of no par      2 000 000 000              -

         Redeemable Preference shares         50 000               -
         of R0.01 each

         Issued shares

         Stated capital - ordinary       244 342 539     232 069 087
         Shares of no par value

         Treasury Shares                           -               -

4.9.2.    Following the Private Placement (and assuming that R4.3
          billion is raised in the Private Placement), the authorised
          and issued shares of AYO Technology on the Listing Date is
          expected to be as follows:
                                            Number of               R
      Authorised shares

      Ordinary Shares of no par         2 000 000 000               -

      Redeemable Preference shares             50 000               -
      of R0.01 each

      Issued share capital

      Stated capital - ordinary           344 125 194    4 522 723 265
      Shares of no par value

      Treasury Shares                              -                -


     The full names, ages, business address and capacities of the
     Directors of AYO Technology are provided below:

     Full name        Age   Capacity             Business Address
     Salim Young      60    Chairman,            17 Belair Drive,
                            independent non-     Constantia, Cape Town,
                            executive            8001

     Kevin Andrew     42    Chief Executive      9 Simba Road,
     Warwick Hardy          Officer              Sunninghill,

     Naahied          39    Chief Financial      67 Rosmead Avenue,
     Gamieldien             Officer              Kenilworth

     Siphiwe          31    Chief Technology     9 Simba Road,
     Nodwele                Officer              Sunninghill,

     Walter Gideon    32    Independent non-     42 Willow Ridge,
     Madzonga               executive            Parade Ring Road,
                            Director             Royal Ascot, Milnerton

     Khalid Abdulla   52    Non-executive        Quay 7, East Pier,
                            Director             Breakwater Boulevard,
                                             V&A Waterfront, Cape
                                                 Town, 8001

     Cherie           54    Non-executive        Quay 7, East Pier,
     Felicity               Director             Breakwater Boulevard,
                                                 V&A Waterfront, Cape
        Town, 8001

     Aziza Begum      55    Independent non-     26 Mayfield Avenue,
     Amod                   executive            Rondebosch, Cape Town,
                            Director             8001

     Mbuso            39    Independent non-     3 Callington Crescent,
     Faithstrong            executive            7 Villa Bella,
     Khoza                  Director             Parklands, 7441

     Telang Michael   39    Independent non-     1 Hamlin Manor Estate,
     Ntsasa                 executive            Glenluce Drive,
                            Director             Douglasdale, 2021


     Copies of the Pre-listing Statement are available in English
     and may be obtained during normal business hours from
     Wednesday, 13 December 2017 until the Listing Date (both
     days inclusive), from the registered office of AYO Technology
     at Quay 7 Breakwater Boulevard, East Pier, V&A Waterfront,
     Cape Town and from the offices of PSG Capital Proprietary
     Limited, the Transaction Advisor and Sponsor, at 1st Floor,
     Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 2nd Floor,
     11 Alice Lane (Bowmans Building), Sandhurst, Sandton, 2196.
     A copy of the Pre-listing Statement will also be available
     on AYO Technology's website (www.ayotsl.com) from Wednesday,
     13 December 2017.

Cape Town
13 December 2017

Transaction Advisor and Sponsor: PSG Capital Proprietary Limited

Corporate Advisor     and   Bookrunner:   AEEI     Corporate   Finance
Proprietary Limited

Independent Reporting Accountant and Auditor: Grant Thornton

Legal Advisor: Tshisevhe Gwina Ratshimbilani Inc

Date: 13/12/2017 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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