THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 6 of this document apply mutatis mutandis throughout this document including this cover page, except where the context indicates a contrary intention. This rights offer circular incorporates revised listing particulars and is issued in compliance with the Listings Requirements of the JSE Limited, for the purpose of providing information to the public with regard to the Company. Holders of Jasco ordinary shares are entitled to participate in the rights offer in the same ratio of entitlement in relation to one another. Shareholders are referred to page 2 of this circular, which sets out the action required of them with regard to the rights offer, full details of which are set out in this circular. If you are in any doubt as to the action that you should take, please consult your broker, CSDP, banker, legal advisor, accountant or other professional advisor immediately. If you have disposed of all of your Jasco ordinary shares, this circular and the form of instruction should be forwarded to the purchaser to whom, or the broker, CSDP or agent through whom you disposed of your Jasco ordinary shares, except that this circular and form of instruction should not be forwarded or transmitted by you to any person in any territory other than South Africa unless the rights offer can lawfully be made to such person or in such territory. Letters of allocation, which are renounceable, can only be traded in dematerialised form and, accordingly, Jasco has issued all letters of allocation in dematerialised form. The electronic record for holders of certificated shares is being maintained by Link Market Services (Proprietary) Limited which has made it possible for holders of certificated shares to enjoy the same rights and opportunities as holders of dematerialised shares in respect of the letters of allocation. Only whole numbers of Jasco ordinary shares will be issued in terms of the rights offer. Excess applications will be permitted. The form of instruction enclosed with this document, where applicable, is negotiable and may be sold on the JSE. JASCO ELECTRONICS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/003293/06) Share code: JSC ISIN: ZAE ( Jasco or the Company ) CIRCULAR TO JASCO SHAREHOLDERS regarding: a renounceable rights offer of ordinary shares, to be issued at a subscription price of 80 cents per share, in the ratio of rights offer shares for every 100 Jasco ordinary shares held at the close of business on 20 December 2013; and incorporating: Revised Listing Particulars, and enclosing: a form of instruction in respect of a renounceable (nil paid) letter of allocation in respect of the rights offer (for use by certificated shareholders only). Rights offer opens at 09:00 on Monday, 23 December 2013 Rights offer closes at 12:00 on Friday, 17 January 2014 Shareholders are referred to paragraph 6 of this document, which outlines the directors responsibility statement in regard to this document. This rights offer circular incorporates Re vised Listing Particulars and is issued in compliance with the JSE Listings Requirements for the purpose of providing information to the public with regard to the Company. Corporate advisor and sponsor Auditors and reporting accountants Lead underwriter Co-underwriter Date of issue: 13 December 2013 This circular is available in English only. Copies of this circular may be obtained from the registered office of Jasco, the corporate and designated advisors and the transfer secretaries whose addresses are set out in the Corporate information and advisors section of this circular, and will be available in electronic form from Monday, 13 December 2013 to Friday, 17 January 2014 as well as from the Company s website (

2 CORPORATE INFORMATION AND ADVISORS Registered office of Jasco Cnr Alexandra Avenue and 2nd Road Midrand, 1685 (PO Box 860, Wendywood, 2144) Date and place of incorporation: 20 July 1987 Pretoria; South Africa Transfer secretaries Link Market Services (Proprietary) Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street, Braamfontein Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) Corporate advisor and sponsor to Jasco Grindrod Bank Limited (Registration number 1994/007994/06) 4th Floor, Grindrod Tower 8A Protea Place Sandton, 2146 (PO Box 78011, Sandton, 2146) Company secretary Ms Shireen Lutchan Cnr Alexandra Avenue and 2nd Road Midrand, 1685 (PO Box 860, Wendywood, 2144) Auditors and reporting accountants to Jasco Ernst & Young Inc. (Registration number 2005/002308/21) Wanderers Office Park, 52 Corlett Drive Illovo, 2196 (Private Bag X14, Northlands, 2116) Lead underwriter to Jasco Sasfin Bank Limited (Registration number 1951/002280/06) 29 Scott Street Waverley, 2090 (PO Box 95104, Grant Park 2051) Co-underwriter to Jasco Harvibase Investments (Proprietary) Limited (Registration number 2011/004744/07) 25 Autumn Street Rivonia, 2191 Directors: Executive AMF da Silva (Chief Executive Officer) WA Prinsloo (Chief Financial Officer) # Independent Non-executive Dr ATM Mokgokong (Chairperson) MJ Madungandaba (Deputy Chairperson) JC Farrant # H Moolla # M Malebye # Sir JA Sherry

3 TABLE OF CONTENTS The definitions and interpretations commencing on page 6 of this document have been used in this section. Page CORPORATE INFORMATION AND ADVISORS IFC ACTION REQUIRED BY SHAREHOLDERS 2 IMPORTANT DATES AND TIMES RELATING TO THE RIGHTS OFFER 5 DEFINITIONS AND INTERPRETATIONS 6 CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION UNDERWRITING PRO FORMA FINANCIAL EFFECTS ESTIMATED EXPENSES INFORMATION ON JASCO RESPONSIBILITY STATEMENT AUTHORISATIONS CONSENTS DOCUMENTS AVAILABLE FOR INSPECTION 24 ANNEXURE 1: TABLE OF ENTITLEMENT 25 ANNEXURE 2: EXCHANGE CONTROL REGULATIONS 26 ANNEXURE 3: PRO FORMA FINANCIAL INFORMATION 28 ANNEXURE 4: INDEPENDENT REPORTING ACCOUNTANTS REASONABLE ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION 34 ANNEXURE 5: CORPORATE GOVERNANCE 36 ANNEXURE 6: SHARE PRICE HISTORY OF JASCO 44 ANNEXURE 7: INFORMATION ON THE UNDERWRITERS 46 ANNEXURE 8: REVISED LISTING PARTICULARS 48 1

4 ACTION REQUIRED BY SHAREHOLDERS The definitions and interpretations commencing on page 6 of this document shall apply mutatis mutandis to this information on action required by Jasco shareholders. This circular contains important information regarding the rights offer and matters relating thereto. You should read the circular carefully and decide if you want to follow your rights in terms of the rights offer and partake in the excess applications allowed. Shareholders should not construe anything in this circular as legal, business or tax advice. Shareholders who are in any doubt as to what action to take should consult their CSDP, broker, banker, accountant, attorney or other professional advisor immediately. All holders of Jasco ordinary shares are entitled to participate in the rights offer in the same ratio of entitlement in relation to one another. If you have disposed of all your Jasco ordinary shares, please forward this document, together with the enclosed form of instruction, to the purchaser of such shares or the broker, CSDP or other agent through whom you disposed of such shares. This circular and form of instruction should not be forwarded to any person in any territory other than South Africa unless the rights offer can lawfully be made to such person or in such territory. The Jasco ordinary shares will only be traded in dematerialised form and holders of certificated Jasco ordinary shares wishing to trade in their shares will have to dematerialise their shares in accordance with the procedures outlined in this circular. Jurisdiction The distribution of this circular, the rights offer, the form of instruction and the transfer of the rights offer shares and/or the rights to subscribe for the rights offer shares in jurisdictions other than South Africa may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction. Neither this circular, nor any form of instruction, may be regarded as an offer in any jurisdiction in which it is illegal to make such an offer. In those circumstances, this circular and any form of instruction are sent for information purposes only. It is the responsibility of any person outside South Africa (including, without limitation, nominees, agents and trustees for such persons) receiving this circular and wishing to take up rights under the rights offer, to satisfy himself as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. Non-residents The rights offer shares issued in terms of the rights offer will not be registered for purposes of the rights offer with the Securities and Exchange Commission, Washington, D.C., the Canadian Provincial Securities Commission, or the Australian Securities Commission under the Australian Corporation Law, as amended. Accordingly, the rights offer will not be made to or be open for acceptance by persons with registered addresses in the United States of America or any of its territories, dependencies, possessions or commonwealths or in the District of Columbia or in the Dominion of Canada or in the Commonwealth of Australia, its states, territories or possessions. The CSDP or broker will ensure that where such persons are holding Jasco ordinary shares in dematerialised form that the CSDP or broker adheres to the above restrictions. Shareholders who are non-residents are referred to paragraph and Annexure 2 of the circular regarding their rights. Action required by shareholders of certificated shares A form of instruction for completion by qualifying shareholders who hold certificated shares is enclosed with this circular and the relevant procedure for participation in the rights offer is set out below: a letter of allocation will be created in electronic form with the transfer secretaries; if you are a qualifying shareholder holding certificated shares and do not wish to subscribe for all of the rights allocated to you as reflected in the form of instruction, you may either dispose of or renounce all or part of your entitlement as follows: 2

5 if you wish to sell all or part of your entitlement, you must complete Form A in the enclosed form of instruction and return it to the transfer secretaries. The transfer secretaries will endeavour to procure the sale of rights on the JSE on your behalf and to remit the net proceeds thereof in accordance with your instructions. In this regard, neither the transfer secretaries nor Jasco nor any of its associates will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such entitlements. Please note that the last day to trade letters of allocation is on Friday, 10 January 2014, and must be received by the transfer secretaries by no later than 12:00 on Friday, 10 January 2014; if you wish to renounce your entitlement in favour of any named renouncee, you must complete Form B in the enclosed form of instruction, and the renouncee must complete Form C in the enclosed form of instruction and return it to the transfer secretaries, to be received by no later than 12:00 on Friday, 17 January 2014, together with a bank-guaranteed cheque or bank draft for the appropriate amount; and Electronic Fund Transfers (EFT) will be accepted into the designated bank account (details of which are available from the corporate actions department of Link Market Services, contactable during ordinary business hours on +27 (0) and quoting the account number (as printed on page 2 of the form of instruction) as the payment reference. NB: The completed form of election will be rejected if it is not received on or before 12:00 on Friday, 17 January 2014 together with proof of payment. Physical address Postal address Link Market Services (Proprietary) Limited Link Market Services (Proprietary) Limited 13th Floor, Rennie House PO Box Ameshoff Street, Braamfontein Johannesburg, 2000 Johannesburg, 2001 If you are a qualifying shareholder holding certificated shares and wish to subscribe for all or part of your entitlement in terms of the enclosed form of instruction, you must complete the enclosed form of instruction in accordance with the instructions contained therein and lodge it, together with the amount due in Rand, with the transfer secretaries as follows: By hand to: By post to: Jasco Electronics Holdings Limited Rights Offer Jasco Electronics Holdings Limited Rights Offer Link Market Services (Proprietary) Limited Link Market Services (Proprietary) Limited 13th Floor, Rennie House PO Box Ameshoff Street Johannesburg, 2000 Johannesburg, 2001 so as to be received by the transfer secretaries by no later than 12:00 on Friday, 17 January If you are a qualifying shareholder holding certificated shares, after subscribing for any of the rights offer shares that you have been allocated, you will receive such rights offer shares in certificated form. Accordingly, you will only be able to trade your rights offer shares once they have been dematerialised. If you are a renouncee you may elect to receive your rights offer shares in dematerialised form by providing the information requested in respect of your CSDP or broker in Form C in the enclosed form of instruction. If the required documentation and payment has not been received in accordance with the instructions contained in the enclosed form of instruction (either from the qualifying shareholders or from any person in whose favour the rights have been renounced) by 12:00 on Friday, 17 January 2014, then the rights to those unsubscribed rights offer shares will be deemed to have been declined and the rights offer entitlement will lapse. Action required by holders of dematerialised shares If you are a qualifying shareholder and have dematerialised your Jasco ordinary shares, you will not receive a printed form of instruction and you should receive notification from your CSDP or broker regarding the rights to which you are entitled in terms of the rights offer. Your CSDP or broker will credit your account with the number of rights to which you are entitled and will contact you to ascertain: 3

6 whether you wish to follow your rights in terms of the rights offer and, if so, in respect of how many rights offer shares; and if you do not follow all or any of your rights: whether you wish to sell your rights and, if so, how many rights you wish to sell; or whether you wish to renounce your rights and, if so, how many rights and in favour of whom you wish to renounce those rights; or whether you wish your rights to lapse. If you wish to apply for excess rights offer shares, you must advise your CSDP or broker. Instructions on how to apply for excess rights offer shares are set out below and in paragraph 1.5 and 1.11 of this circular. CSDPs effect payment in respect of dematerialised shareholders on a delivery versus payment basis. If you are a qualifying shareholder holding dematerialised shares and wish to follow your rights in respect of the rights offer, you are required to notify your duly appointed CSDP or broker of your acceptance of the rights offer in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or broker. If you are not contacted, you should contact your CSDP or broker and provide them with your instructions. If your CSDP or broker does not obtain instructions from you, they are obliged to act in terms of the mandate granted to them by you, or if the mandate is silent in this regard, not to subscribe for Jasco rights offer shares in terms of the rights offer. Neither Jasco nor any of its associates take responsibility nor will they be held liable for any failure on the part of any CSDP or broker to notify you of the rights offer and/or to obtain instructions from you to subscribe for the rights offer shares and/or to sell the rights allocated. Excess applications All rights that are not taken up in terms of the rights offer will be available for allocation on an equitable basis to all qualifying shareholders who wish to apply for a greater number of rights offer shares allocated to them in terms of the rights offer. Accordingly, in addition to the rights offer shares allocated to shareholders in terms of the ratio of entitlement, qualifying shareholders may apply for additional rights offer shares on the same terms and conditions. Certificated shareholders should complete Blocks 7, 8 and 9 of the enclosed form of instruction in accordance with the instructions thereon should any such qualifying shareholder wish to make application for additional rights offer shares. Dematerialised shareholders should instruct their CSDP or broker (in the manner and time stipulated in terms of their custody agreement) should any such qualifying shareholder wish to make application for additional rights offer shares. The pool of such excess securities would be allocated equitably, taking cognisance of the number of securities held by any specific shareholder just prior to the allocation, including those taken up as a result of the rights offer, and the number of excess securities applied for by such shareholder. Non-equitable allocations of excess securities will only be allowed in instances where they are used to round holdings up to the nearest multiple of 100 securities. The right of the underwriter to subscribe for the rights offer shares, shall rank before any/all excess application(s). 4

7 IMPORTANT DATES AND TIMES RELATING TO THE RIGHTS OFFER The definitions and interpretations commencing on page 6 of this circular apply mutatis mutandis to this section The salient information announcement regarding the rights offer released on SENS by close of business (17:00) Thursday, 28 November 2013 Declaration date Thursday, 28 November 2013 Finalisation announcement released on SENS by 11:00 Thursday, 5 December 2013 Last day to trade in Jasco ordinary shares in order to participate in the rights offer (cum entitlement) Thursday, 12 December 2013 Listing of and trading in the letters of allocation in respect of new Jasco shares under the JSE code: JSCN and ISIN: ZAE on the JSE commences at 09:00 Friday, 13 December 2013 Jasco ordinary shares commence trading ex entitlement on the JSE at 09:00 Friday, 13 December 2013 Record date for the rights offer Friday, 20 December 2013 Rights offer opens at 09:00 and the rights offer circular posted to shareholders Monday, 23 December 2013 Certificated shareholders will have their letters of allocation credited to an electronic account held at the transfer secretaries Monday, 23 December 2013 Dematerialised shareholders will have their accounts at their CSDP or broker credited with their entitlement Monday, 23 December 2013 Last day for trading letters of allocation on the JSE Friday, 10 January 2014 Listing of rights offer shares and trading therein on the JSE commences at 09:00 Monday, 13 January 2014 Rights offer closes at 12:00. Payment to be made and form of instruction together with proof payment lodged by certificated shareholders at the transfer secretaries Friday, 17 January 2014 Record date for the letters of allocation Friday, 17 January 2014 Rights offer shares issued and posted to shareholders in certificated form on or about Monday, 20 January 2014 CSDP or broker accounts in respect of dematerialised shareholders will be updated with rights offer shares and debited with any payments due Monday, 20 January 2014 Results of rights offer released on SENS Monday, 20 January 2014 CSDP or broker accounts in respect of dematerialised shareholders will be updated with excess rights offer shares (where applicable) and debited with any payments due on or about Wednesday, 22 January 2014 Excess rights offer shares issued (where applicable) and/or refund cheques posted to shareholders in certificated form on or about Wednesday, 22 January 2014 Adjustment to the number of rights offer shares listed effected on the JSE on or about Wednesday, 22 January 2014 Notes: (a) Unless otherwise indicated, all times are South African times. (b) CSDPs effect payment in respect of dematerialised shareholders on a delivery versus payment method. (c) Jasco shareholders may not dematerialise or rematerialise their Jasco ordinary shares between Friday, 13 December 2013 and Friday, 20 December 2013, both dates inclusive. 5

8 DEFINITIONS AND INTERPRETATIONS In this document including its attachments, unless the context indicates a contrary intention, an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following expressions bear the meanings assigned to them below: Act the Companies Act 2008, (Act No. 71 of 2008), as amended; Afrocentric Afrocentric Investment Corporation Limited (registration number 1988/000570/06), a public company incorporated in South African and listed on the JSE; AltX associate BEE board or the directors broker business day certificated shares certificated shareholders CIH this circular or this document Commission or CIPC Common Monetary Area or CMA CSDP dematerialise the Alternative Exchange operated by the JSE; an associate as defined in the JSE Listings Requirements; Black Economic Empowerment; the board of directors of Jasco, as reflected on the inside front cover; any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act; any day other than a Saturday, Sunday or official public holiday in South Africa; Jasco shares, represented by a share certificate or other document(s) of title, which are not dematerialised shares; holders of certificated shares; Community Investment Holdings Limited (registration number 1995/007296/07) whose shareholders comprise the Mantokozo Investment Trust, a trust set up by Dr Anna Mokgokong, the Merino Investment Trust, a trust set up by Mr Joe Madungandaba and the Inkonkoni Trust; this bound document, dated Friday, 13 December 2013, including the annexures hereto; the Companies and Intellectual Property Commission, established in terms of section 185 of the Act, or its successor body; South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; a person that holds in custody and administers securities or an interest in securities and that has been accepted in terms of section 34 of the Financial Markets Act by a central securities depository as a participant in that central securities depository or a participant, as defined in the Financial Markets Act; process by which certificated ordinary shares are converted or held in electronic form as uncertificated ordinary shares and recorded in the subregister of ordinary shareholders maintained by a CSDP; dematerialised shareholders holders of dematerialised shares; dematerialised shares documents of title emigrant Jasco shares that have been dematerialised through a CSDP or broker and are held in a sub-register in electronic form; valid share certificates, certified transfer deeds, balance receipts or any other proof of ownership of Jasco shares, reasonably acceptable to Jasco; any emigrant from the common monetary area whose address is outside the common monetary area; 6

9 excess rights offer shares Exchange Control Regulations those rights offer shares in excess of a shareholder s entitlement which may be issued to shareholders who have applied for such shares; the Exchange Control Regulations, 1961, as amended, made in terms of paragraph 9 of the South African Currency and Exchanges Act, 1933 (Act No. 9 of 1933), as amended; Financials Markets Act the Financials Markets Act, 2012 (Act No. 19 of 2012); finalisation date form of instruction fractions the date on which the rights offer and its details become irrevocable, being Thursday, 5 December 2013, i.e. no further finalisation changes to any of the finalisation information can be made by Jasco and the rights offer can only be cancelled; a form of instruction in respect of the letter of allocation reflecting the rights of certificated shareholders and on which certificated shareholders are entitled to indicate whether they wish to take up, sell or renounce all or a portion of their rights; fraction shares resulting from the rights offer; Genprop Genesis Properties (Proprietary) Limited (registration number 2009/014194/07), a private company incorporated in accordance with the laws of South Africa. Genprop is a privately owned property investment vehicle established in May 2010 which operates under the Genesis group brand. The directors of Genesis are BI Klark, BM Roberts and DL Shur. None of the directors or shareholders of Genesis has a direct or indirect interest in Jasco; Goldsol Jasco or the company the Jasco Group Jasco shareholders or shareholders Jasco shares or ordinary shares or shares Government Harvibase or co-underwriter ICT Income Tax Act JSE last practicable date Goldsol II Proprietary Limited (registration number 2013/015482/07), a private company incorporated in accordance with the laws of South Africa, Goldsol is a privately owned investment vehicle 100% ow ned by Mr PS Reddy. Further details are included in Annexure 7; Jasco Electronics Holdings Limited (registration number 1987/003293/06), a public company incorporated in accordance with the laws of South Africa, the ordinary shares of which are listed on the Main Board of the Stock Exchange operated by the JSE; Jasco and its subsidiaries and associates; all registered holders of Jasco issued ordinary shares; the ordinary shares in the capital of the company of no par value; the Government of South Africa; Harvibase Investments (Proprietary) Limited (registration number 2011/004744/07), a registered company with its head office at 25 Autumn Street, Rivonia, 2191, which company has agreed to partially underwrite the rights offer in terms of the underwriting agreement dated 21 November The directors are S Bawa and Y Mahomed; Information and communications technology; the Income Tax Act, 1962 (Act No. 58 of 1962), as amended; JSE Limited (registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act; 2 December 2013, being the last practicable date prior to the finalisation of this document; 7

10 Listings Requirements M-TEC MOI notice of shareholders meeting own name dematerialised shareholders qualifying shareholder R or Rand or cents ratio of entitlement record date register reporting accountants or auditors Revised Listing Particulars the rights the rights offer the rights offer share price the rights offer shares Sasfin Bank or lead underwriter SENS shareholders South Africa the Listings Requirements of the JSE; Malesela Taihan Electric Cable Proprietary Limited (registration number 2000/007692/07), a private company incorporated in accordance with the laws of South Africa; the Memorandum of Incorporation of Jasco; the notice convening the shareholders meeting which is attached to and forms part of this circular; dematerialised shareholders who have elected to have own name registration; a registered holder of Jasco shares on the register of the shareholders on the record date and which does not have its registered address in any jurisdiction in which it would be unlawful to make the rights offer; South African rand and cents, the lawful currency of South Africa; the number of rights offer shares to which qualifying shareholders are entitled to subscribe for in terms of the rights offer, being rights offer shares for every 100 Jasco ordinary share held on the record date; the last day for shareholders to be recorded in the register in order to participate in the rights offer, being close of business on Friday, 20 December 2013; Jasco s securities register, including all sub-registers; Ernst & Young Inc. the reporting accountants and auditors of Jasco; as required in terms of paragraph 6.19 of the JSE Listings Requirements and incorporated in this circular as A nnexure 8; the entitlement to subscribe for Jasco rights offer shares pursuant to the rights offer; the right to subscribe for Jasco rights offer shares at the rights offer share price in the ratio of rights offer share for every 100 Jasco ordinary share held on the record date; the price per new Jasco rights offer share to be offered to Jasco shareholders in terms of the rights offer, being 80 cents per Jasco rights offer share; the Jasco rights offer shares, which are the subject of the rights offer; Sasfin Bank Limited (registration number 1951/002280/06), a licensed bank and financial service provider with its head office at 29 Scott Street, Waverley, 2090, which company has agreed to partially underwrite the rights offer in terms of the underwriting agreement, dated 21 November The directors are CN Axten, RDEB Sassoon, TD Soondarjee, RC Andersen, ETB Blight, GC Dunnington, DD Mokgatle, J Moses, MS Rylands, MG Lane, LR Fröhlich and MEE Sassoon; the Stock Exchange News Service, the news service operated by the JSE; certificated shareholders and dematerialised shareholders; the Republic of South Africa; 8

11 Strate subsidiary Taihan Takeover Regulations Strate Limited (registration number 1998/022242/06), a public company incorporated in accordance with the laws of South Africa, which is a registered central securities depository in terms of the Financial Markets Act, which manages the electronic clearing and settlement system for transactions that take place on the JSE and off-market trades; a subsidiary company, as defined in paragraph 3 of the Act; Taihan Electric Wire Co. Ltd, a company incorporated in Korea (registration number ) and registered in South Africa as an external company (registration number 1999/009874/10); the regulations made by the Minister in terms of sections 120 and 223 of the Act; transfer secretaries or Link Link Market Services (Proprietary) Limited (registration number 2000/007239/07), a private company incorporated in accordance with the laws of South Africa; the underwriters comprise of the lead underwriter being Sasfin Bank and the co-underwriter being Harvibase; the underwriting agreements the agreement dated 21 November 2013, whereby Sasfin Bank agreed to partially underwrite (for an underwriting fee of R ) the rights offer to a total value of R as well as the agreement, dated 21 November 2013, whereby Harvibase agreed to partially underwrite the rights offer to a total value of R ; VAT VWAP Value-added tax; and volume weighted average price. 9

12 JASCO ELECTRONICS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/003293/06) Share code: JSC ISIN: ZAE ( Jasco or the Company ) CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION As initially announced on 18 September 2013, and the revised terms released on 22 November 2013 on SENS, Jasco would like to raise a total amount of R (before expenses) from existing shareholders by way of a renounceable rights offer. In terms of the rights offer, new Jasco shares, in the authorised but unissued share capital of the Company, will be offered for subscription to Jasco shareholders recorded in the register at the close of trade on Friday, 20 December 2013 who will receive rights to subscribe for rights offer shares on the basis of shares for every 100 Jasco shares held, for subscription at 80 cents per rights offer share. Shareholders are permitted to apply for shares in excess of their entitlement. The JSE has agreed to the listing of the shares and the purpose of this circular is to furnish Jasco shareholders with relevant information relating to the rights offer, the action required and the implications thereof, in accordance with the Act and the Listings Requirements. 1.1 The purpose of the rights offer Jasco is in the final year of its three-year restructuring programme and has made significant progress thus far, with the latest year being one of strong corrective action. The major milestones achieved during the first two years of the restructuring programme can be summarised as follows: the consolidation of five business units; the removal of several management positions and one management level; the deregistration or sale of thirteen legal entities; creating a single Jasco brand from numerous disjointed brands; growing the order intake from R800 million in 2011 to R1.2 billion in 2013; surpassing the R1 billion revenue threshold in 2013; expanding the national and regional footprint to service major customers; expanding into eleven new product and market segments; and reducing customer dependency, with no customer representing more than 8% or revenue. Going forward, the last year of this programme will be focused on the following key areas: improving the funding position as well as reducing the interest burden on the business; exiting low-value manufacturing businesses systematically, which includes the finalisation of the sale of M-TEC and the disposal of non-core business units in, inter alia, the automotive and leisure segments of Jasco Electrical Manufacturers; monitoring non-performing business areas; and improving the quality of earnings generated by Jasco by amongst other things, completing the restructuring programme, consolidating procurement and improving working capital management. 10

13 In line with the restructuring programme and the Jasco Group s strategic initiative on improving its funding position, the directors of Jasco have proposed the rights offer as detailed in this circular to further accelerate its organic growth strategies and to strengthen and improve the structure and efficiency of its balance sheet. The Company intends to use the proceeds of the rights offer to: reduce the Group s bank account overdraft balances and continue to fund organic growth initiatives; and increase the balance sheet flexibility by diversifying and improving funding sources, improving the debt to equity ratio and ensuring additional borrowing capacity. 1.2 Terms of the rights offer Jasco hereby offers to qualifying shareholders a total of Jasco shares for subscription, upon the terms and conditions set out in this circular and in the enclosed form of instruction, by way of renounceable rights, at a subscription price of 80 cents per Jasco ordinary share on the basis of shares for every 100 ordinary shares, held by qualifying shareholders at the close of trade on the record date for the rights offer, raising a total amount of R (before expenses). The rights offer share price represents a 16% premium to the closing price of 69 cents per Jasco ordinary share trading on the JSE (as on 22 November 2013, being the day before the revised terms of the proposed rights offer were released on SENS). Qualifying shareholders recorded in the register of Jasco at the close of business on Friday, 20 December 2013 will be entitled to participate in the rights offer. The last day to trade in Jasco ordinary shares in order to be recorded in the register at the close of business on Friday, 20 December 2013, is Thursday, 12 December Jasco ordinary shares will thereafter trade ex entitlement. The enclosed form of instruction contains details of the rights to which holders of certificated shares are entitled, as well as the procedure for acceptance and/or sale and/or renunciation of all or part of those rights. Holders of dematerialised shares will be advised of the rights to which they are entitled as well as the procedure for acceptance and/or sale and/or renunciation of all or part of those rights by their CSDP or broker in terms of the custody agreement entered into between the shareholder and his CSDP or broker, as the case may be. The subscription price is payable in full, in Rand, by qualifying shareholders holding certificated shares on acceptance of the rights offer. CSDPs will make payment, on a delivery versus payment basis, in respect of qualifying shareholders holding dematerialised shares who have accepted the rights offer. Qualifying shareholders holding dematerialised shares who have accepted the rights offer must ensure that the necessary funds are deposited with the relevant CSDP or broker, as the case may be. The rights offer shares will, upon allotment and issue, rank pari passu with all other existing ordinary shares in terms of both voting rights and dividends. Number of shares offered Ratio of entitlement shares for every 100 ordinary shares held Issue price per rights offer share 80 cents Amount to the raised (before expenses) R Listing Application will be made for the listing of the shares on the JSE 1.3 Opening and closing dates of the rights offer The rights offer will open at 09:00 on Monday, 23 December 2013 and will close at 12:00 on Friday, 17 January Entitlement The number of rights offer shares to which qualifying shareholders will be entitled to is set out in Annexure 1 to this circular. The entitlement of each qualifying shareholder is reflected in the appropriate block in the form of instruction, which is enclosed with this circular. If you are a qualifying 11

14 shareholder and hold dematerialised shares you will not receive a printed form of instruction. Qualifying shareholders holding dematerialised shares will have their accounts automatically credited with their entitlements in accordance with Annexure Excess subscriptions Shareholders are invited to apply for additional rights offer shares over and above their entitlement. Should there be excess rights offer shares available for allocation, the pool of such excess rights offer shares will be allocated equitably, taking cognisance of the number of rights offer shares held by the shareholder just prior to such allocation (the record date), including those taken up as a result of the rights offer, and the number of excess rights offer shares applied for by such shareholder. Non-equitable allocations of excess rights offer shares will only be allowed in instances where they are used to round holdings up to the nearest hundred of rights offer shares. The rights pertaining to the rights offer shares are transferable upon renunciation. The right of the underwriter to subscribe for the rights offer shares, shall rank before any/all excess application(s). Further particulars of the underwriter are set out in Annexure 7 of this circular. An announcement will be released on SENS on Monday, 20 January 2014, stating the results of the rights offer and the allocation of any additional rights offer shares for which application was made. Cheques refunding monies in respect of unsuccessful applications by certificated shareholders for additional rights offer shares will be posted to the relevant applicants, at their risk, on or about Wednesday, 22 January No interest will be paid on monies received in respect of unsuccessful applications. 1.6 Minimum subscription The rights offer is not conditional on a minimum subscription being attained. 1.7 Holding of odd-lots and multiples other than 100 shares Qualifying shareholders holding less than 100 Jasco shares, or not a whole multiple of 100 Jasco shares, will be entitled, in respect of such holdings, to participate in the rights offer in accordance with Annexure 1 to this circular. 1.8 Underwriting In accordance with the respective underwriting agreements, dated 21 November 2013, Sasfin Bank has agreed to partially underwrite the rights offer to the amount of R and Harvibase has agreed to partially underwrite the rights offer to the amount of R Further details in respect of the underwriting are contained in paragraph 2 and Annexure Procedure for acceptance If you are a qualifying shareholder holding certificated shares and/or have had rights renounced in your favour, and wish to subscribe for all or part of your entitlement (or make an excess application) in terms of the enclosed form of instruction, you must complete the enclosed form of instruction in accordance with the instructions contained therein and lodge it together with payment (or proof of payment as the case may be) of the subscription price with the transfer secretaries at the addresses set out in paragraph 1.12 below, so as to be received by the transfer secretaries by no later than 12:00 on Friday, 17 January Once received by the transfer secretaries, the acceptance is irrevocable and may not be withdrawn. If payment is not received on or before 12:00 on Friday, 17 January 2014, the day of the closing of the rights offer, the qualifying shareholder or renouncee concerned will be deemed to have declined the offer to acquire rights offer shares pursuant to the rights offer. Qualifying shareholders holding certificated shares are advised to take into consideration the postal delivery times when posting their forms of instruction, as no late postal deliveries will be accepted. Qualifying shareholders are advised to deliver their completed forms of instruction together with their bank guaranteed cheques or bankers drafts or proof of payment by hand or by courier, where possible. If you are a qualifying shareholder and have dematerialised your Jasco ordinary shares you will not receive a printed form of instruction. You should receive notification from your CSDP or broker regarding the rights to which you are entitled in terms of the rights offer. 12

15 If you are a qualifying shareholder holding dematerialised shares and wish to follow all or part of your rights (or make an excess application) in respect of the rights offer, you are required to notify your duly appointed CSDP or broker of your acceptance of the rights offer in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or broker. Neither Jasco nor any of its associates take responsibility nor will they be held liable for any failure on the part of any CSDP or broker to notify you of the rights offer and/or to obtain instructions from you to subscribe for the rights offer shares and/or to sell the rights allocated. Electronic Bank Transfers (EFT) will be accepted into the designated bank account (details of which are available from the corporate actions department of Link Market Services, contactable during ordinary business hours on +27 (0) and quoting the account number (as printed on page 1 of the form of instruction) as the payment reference. NB: The completed form of election will be rejected if it is not received on or before 12:00 on Friday, 17 January 2014 together with proof of payment. Physical address Postal address Link Market Services (Proprietary) Limited Link Market Services (Proprietary) Limited 13th Floor, Rennie House PO Box Ameshoff Street, Braamfontein Johannesburg, 2000 Johannesburg, Procedures for sale and renunciation If you are a qualifying shareholder holding certificated shares and do not wish to subscribe for all of the rights allocated to you as reflected in the form of instruction, you may either dispose of or renounce all or part of your entitlement as follows: if you wish to sell all or part of your entitlement, you must complete Form A in the enclosed form of instruction and return it to the transfer secretaries to be received by no later than 12:00 on Friday, 10 January the transfer secretaries will endeavour to procure the sale of rights on the JSE on your behalf and to remit the net proceeds thereof in accordance with your instructions. in this regard, neither the transfer secretaries nor Jasco nor any of their associates will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such entitlements; if you wish to renounce your entitlement or any part thereof in favour of any named renouncee, you must complete Form B in the enclosed form of instruction, and the renouncee must complete Form C in the enclosed form of instruction and return it to the transfer secretaries, to be received by no later than 12:00 on Friday, 17 January 2014, together with a bank-guaranteed cheque or bank draft for the appropriate subscription amount. if you wish to renounce parts of your entitlement in favour of different renouncees, you may copy Form B and use a copied Form B for each additional renouncee; and renouncees need to attach a certified true copy of their identification document to the form of instruction, when Form B has been completed If you are a qualifying shareholder holding dematerialised shares and wish to sell some or all of the rights allocated to you as a holder of dematerialised shares, you should make the necessary arrangements with your CSDP or broker in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or broker Procedure for excess subscriptions Should you wish to apply for rights offer shares in addition to those allocated to you in terms of the rights offer you may do so by indicating the number of additional rights offer shares that you wish to subscribe for on the form of instruction and by enclosing payment, in accordance with paragraph 1.12 below, for such additional rights offer shares with your subscription If you are a qualifying shareholder holding dematerialised shares and you wish to apply for rights offer shares in addition to those allocated to you in terms of the rights offer, you should advise your CSDP or broker in the manner and time stipulated in terms of the custody agreement governing the relationship between yourself and your CSDP or broker. Payment will be on a delivery versus payment basis. 13

16 If you are a qualifying shareholder who holds certificated shares who wish to apply for excess rights, then you must make application by completing Blocks (7), (8) and (9) of the enclosed form of instruction and remit sufficient funds to cover such applications in accordance with paragraph 1.12 below The right of the underwriter to subscribe for the rights offer shares, shall rank before any/ all excess application(s). Further particulars of the underwriters are set out in Annexure 7 of the circular Payment Payment by holders of certificated shares The amount due on acceptance of the rights offer is payable in Rand A bankers draft drawn on a registered bank or a bank-guaranteed cheque drawn on a South African bank (each of which should be crossed and marked not transferable and, in the case of a cheque, with the words or bearer deleted) in favour of Jasco Electronics Holdings Limited Rights offer in respect of the amount due, together with a properly completed form of instruction, should be clearly marked Jasco Electronic Holdings Limited Rights offer and delivered to: Jasco Electronics Holdings Limited Rights offer Link Market Services (Proprietary) Limited 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001 so as to be received by no later than 12:00 on Friday, 17 January 2014, or may be posted, at the risk of the shareholder or his renouncee, to: Jasco Electronics Holdings Limited Rights offer Link Market Services (Proprietary) Limited PO Box 4844, Johannesbrug, 2000 so as to be received by no later than 12:00 on Friday, 17 January All bank guaranteed cheques or bankers drafts received by the transfer secretaries will be deposited immediately for payment. The payment as referred to in paragraph above and below will constitute an irrevocable acceptance by the shareholder or renouncee of the rights offer upon the terms and conditions set out in this circular and in the enclosed form of instruction. In the event that any cheque or bankers draft is dishonoured, Jasco, in its sole discretion, may treat the relevant acceptance as void or may tender delivery of the relevant rights offer shares to which it relates against payment in cash of the issue price for such shares. Money received in respect of an application that is rejected or otherwise treated as void by Jasco, or which is otherwise not validly received in accordance with the stipulated, instructions will be posted by registered post by way of a cheque drawn (without interest) in Rand to the applicant concerned, at the applicant s risk, on or about Wednesday, 22 January If the applicant concerned is not a shareholder and gives no address in the attached form of instruction, then the relevant refund will be held by Jasco until collected by the applicant and no interest will accrue to the applicant in respect thereof Payment by shareholders of dematerialised shares Payment will be effected on the shareholder s behalf in Rand by the CSDP or broker. The CSDP or broker will make payment in respect of qualifying shareholders holding dematerialised shares on a delivery versus payment basis Foreign jurisdiction The rights offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and this circular and form of instruction should not be forwarded or transmitted by you to any person in any territory other than where it is lawful to make such an offer. 14

17 The offer shares have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the rights offer shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the Securities Act. This circular and the accompanying documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. This circular does not constitute an offer of any securities for sale in the United States or to United States persons. The distribution of this circular, the rights offer, the form of instruction and the transfer of the rights offer Jasco and/or the rights to subscribe for the rights offer shares in jurisdictions other than South Africa may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction. Neither this circular, nor any form of instruction, may be regarded as an offer in any jurisdiction in which it is illegal to make such an offer. In those circumstances, this circular and the form of instruction are sent for information purposes only. It is the responsibility of any person outside South Africa (including, without limitation, nominees, agents and trustees for such persons) receiving this circular and wishing to take up rights under the rights offer, to satisfy himself as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories Non-residents Shareholders who are non-residents are referred to paragraph of the circular regarding their rights Exchange Control Regulations The following summary is intended only as a guide and is therefore not comprehensive. Jasco shareholders who are in any doubt as to the appropriate course of action to take should consult their professional advisors. The rights offer shares will not be freely transferable from South Africa and will have to be dealt with in terms of the Exchange Control Regulations. In respect of Jasco shareholders who will not be entitled to transfer their rights offer shares from South Africa in terms of the Exchange Control Regulations, the rights offer entitlement attributable to such shareholders will, if a premium can be obtained over the expenses of the sale, be sold on the JSE for the benefit of, and remitted to, such shareholders. However, should the net proceeds of the sale in relation to any one holding be an amount of less than R5, such amount will be retained for the benefit of Jasco. The transfer secretaries or any broker appointed by them or Jasco will not have any obligation or be responsible for any loss or damage whatsoever in relation to or arising out of the timing of such sales or the remittance of the net proceeds of such sales. For further information contact Link Market Services (Proprietary) Limited on +27 (0) Jasco shareholders who are not resident in the Common Monetary Area should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to follow their rights in terms of the rights offer Non-residents of the Common Monetary Area In terms of the Exchange Control Regulations of South Africa, non-residents of the Common Monetary Area will be allowed to: take up rights allocated in terms of the rights offer; purchase letters of allocation on the JSE; subscribe for new shares arising from letters of allocation purchased on the JSE; and purchase excess shares which have been applied for in terms of the rights offer, provided that payment is received in foreign currency or in Rand from a non-resident account. All applications by non-residents for the above purposes must be made through an authorised dealer in foreign exchange. Shares subsequently rematerialised and issued in certificated form, will be endorsed non-resident. 15

18 Former residents of the Common Monetary Area ( emigrants ) Where a right in terms of the rights offer falls due to a former resident of the Common Monetary Area, which right is based on shares controlled in terms of the Exchange Control Regulations, only emigrant s blocked funds may be used to take up this right. In addition, emigrant s blocked funds may also be used to: purchase letters of allocation on the JSE; and subscribe for new shares arising from the letters of allocation purchased on the JSE; and purchase excess shares which have been applied for in terms of the rights offer. Applications by emigrants using emigrant s blocked funds for the above purposes must be made through the authorised dealer in foreign exchange controlling their blocked assets. Any shares issued pursuant to the use of emigrant blocked funds will be credited to their blocked share accounts at the CSDP controlling their blocked portfolios. The sale proceeds of letters of allocation, if applicable, will be returned to the authorised dealer in foreign exchange for credit to such emigrants blocked accounts. The use of proceeds for investments outside the Common Monetary Area requires prior approval of the South African Reserve Bank s Exchange Control Division JSE listings The Issuer Regulation Division of the JSE has approved the listings of: the renounceable letters of allocation in respect of all of the rights offer shares with effect from the commencement of trade on Friday, 13 December 2013 to the close of trade on Friday, 10 January 2014, both days inclusive; and a maximum listing with an adjustment later on of rights offer shares with effect from the commencement of trade on Monday, 13 January Documents of title New share certificates to be issued to qualifying shareholders holding certificated shares or renouncees in respect of those rights offer shares to which they were entitled and for which they have subscribed, will be posted to persons entitled thereto, by registered post, at the risk of the shareholders concerned, on or about Monday, 20 January Qualifying shareholders receiving the rights offer shares must note that such certificated shares are not good for delivery in respect of trades concluded on the JSE until they have been dematerialised. Qualifying shareholders holding dematerialised Jasco ordinary shares who have applied for, and been allotted, Jasco shares under the rights offer will have their accounts updated with the rights offer shares to which they are entitled and in respect of which they have accepted the rights offer, on Monday, 20 January Taxation Jasco shareholders are advised to consult their tax and financial advisors regarding any taxation implications pertaining to them regarding the acceptance of their rights in terms of the rights offer. 2. UNDERWRITING The rights offer is partially underwritten by Sasfin Bank and Harvibase to an amount of R An underwriting fee of R will be payable to Sasfin Bank. In terms of the respective underwriting agreements, any rights offer shares not taken up by qualifying shareholders, or their renounces, such rights offer shares shall firstly be allocated to Sasfin Bank, being the lead underwriter, up to a maximum of R , and thereafter to Harvibase, being the co-underwriter, to a limit o f R The right of the underwriters to subscribe for the rights offer shares, shall rank before any/all excess application(s), as per paragraph 1.5 above. Further particulars of the underwriters are set out in Annexure 7 of this circular. 16

19 The directors have made due and careful enquiry to confirm that the underwriters can meet its commitments in terms of the offer. The directors wish to advise that the primary role of Sasfin Bank, acting in its capacity as lead underwriter, is to warehouse any rights offer shares acquired by it in the rights offer. Ultimately any rights offer shares acquired by Sasfin Bank or its nominee, in its capacity as lead underwriter, will be transferred within three months after the conclusion of the rights offer to Goldsol, a strategic BEE partner, the details of which are set out in Annexure 7 of this circular. Goldsol will acquire these rights offer shares utilising its own internal financial resources and will receive no funding assistance from Jasco or Sasfin Bank. 3. PRO FORMA FINANCIAL EFFECTS The preparation of the pro forma financial effects is the responsibility of the directors of Jasco. The table below, and Annexure 3 set out the pro forma financial effects ( pro forma financial effects ) of the rights offer on Jasco. The pro forma financial effects are prepared for illustrative purposes only and may not fairly represent Jasco s results, financial position and changes in equity after the rights offer. For the purposes of the pro forma financial effects, it has been assumed that the rights offer took place with effect from 1 July 2012 for the statement of comprehensive income and 30 June 2013 for the statement of financial position. The summary pro forma financial effects have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the audited, published financial statements of Jasco for the year ended 30 June The reporting accountants reasonable assurance report on the financial effects is set out in Annexure 4 to this circular. Before Published (cents) After Pro forma (cents) Change (cents) Change (%) Earnings per share (77.9) (50.0) Headline earnings per share Diluted earnings per share (77.9) (50.0) Diluted headline earnings per share Net asset value per share (26. 9) (17.2) Net tangible asset value per share (4.3) (4.9) Notes: (1) The Before Published financial information has been extracted, without adjustment, from Jasco s published audited final results for the year ended 30 June (2) The effects on the rights issue are calculated on the assumption that: (a) the rights issue became effective on 1 July 2012 and the rights issue consideration was received on that date; (b) the rights issue consideration of R57.6 million was settled in cash; and (c) the rights issue consideration was used to pay the share issue costs of R and the balance of R to decrease the overdraft, resulting in a saving of the interest on the overdraft, at a pre-tax interest rate of 8.5%, of R for the year ended 30 June (4) The weighted average number of shares increased by the 72 million shares issued at 80 cents per share. (5) The adjustment to interest paid represents the interest saving on the decrease in the bank overdraft. The after tax effect of this adjustment is R (6) For the purposes of calculating the net asset value per share and net tangible asset value per share, the effect of the rights issue is done on the basis that it was effective 30 June ESTIMATED EXPENSES It is estimated that Jasco s expenses relating to the rights offer will amount to approximately R The expenses (excluding VAT) relating to the rights offer are detailed below. 17

20 Nature of expense Party R JSE documentation inspection fee JSE Limited R JSE listing fee JSE Limited R Printing, publication and distribution Ince R Corporate advisor and sponsor Grindrod Bank Limited R Reporting accountants and auditors Ernst & Young Inc. R Underwriting fee Sasfin Bank R Legal fees Norton Rose R Other incidental fees R Total R INFORMATION ON JASCO 5.1 Group profile Jasco is a black-owned, JSE-listed company that delivers integrated and converged technology across three verticals of ICT, Industry and Energy Solutions. By leveraging the synergies between these three verticals, Jasco is able to deliver complete integrated solutions. The company not only delivers across the value chain, but in many cases owns the value chain: from in-house design and engineering, manufacturing and infrastructure through to voice, video, data and internet protocol services. Jasco has extensive experience in sub-saharan Africa, with a special focus on the Southern African Development Community (SADC) region, as well as Central and East Africa. 15% of group revenue is currently generated from outside South Africa, with a clear regional strategy in place to expand this. 5.2 Prospects Jasco expects to continue to grow its market share in the ICT Carrier vectical. In particular, Jasco will continue to increase its sales drive through its combined basket of products into its existing customer base, expanding its customer base through new markets in southern Africa and focusing on growing its service revenue through innovative offerings. Jasco expects growth in ICT Enterprise to come from an anticipated shift within corporate South Africa to a managed services model. Jasco s main focus will be on taking advantage of this shift through its professional services offering and its combined products. Jasco will also continue to expand its customer base through new markets in Southern Africa. The company expects to continue delivering on its diversification strategy. Particular emphasis will be placed on growing fire solutions organically and expanding our solutions offerings within low voltage power. In addition, Jasco is well positioned to take advantage of the prospects within the energy efficiency, energy management and renewable energy arenas. The prospects for Electrical Manufactures are encouraging, with strong volume growth anticipated in domestic appliances. This is expected to support the operating profit, in spite of input cost pressures on raw materials and upward pressure of direct labour and electricity costs in the local market. The small domestic appliances market should benefit from the weaker rand, as Jasco s manufactured cost becomes competitive compared to the landed cost of imported product. However, the enforcement of the importing of non-compliant products is very poor and does not allow for a level playing field for local manufacturers. Consequently, this business unit has deliberately reduced its production of the Snapper range of plugs and adaptors and components into the local small appliance manufacturers. However, in a weak rand environment, the business has the ability to increase production back to historic levels in a relatively short time frame. 5.3 Share price history The price history of the shares of Jasco on the JSE from 31 December 2010 until the last practicable date is set out in Annexure 6 to this circular. 18

21 5.4 Directors The full names, functions and business addresses, of the directors are set out below: Dr ATM Mokgokong Chairperson Non-executive Age: 56 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Dr Anna joined the Jasco board in May She is the co-founder and executive chair of Community Investment Holdings Limited (CIH). Dr Anna also chairs two other listed companies, Rebosis Property Fund and Afrocentric Investment Corporation Limited, and also serves as a nonexecutive board member in a number of private and public companies. She has served on councils and committees for the University of South Africa where she was awarded an honorary doctorate in commerce. She currently serves as a member of the Economic and Management Sciences Advisory Committee at the University of Pretoria. In the public sector, Dr Anna was appointed deputy chairperson for the Independent Commission for the Remuneration of Public Office Bearers and chairperson on the board of the Small Development Enterprise Agency. In 1999 she was honoured as South Africa s Businesswoman of the Year and between 1998 and 2007 she received eight international awards recognising her business success. Additional accolades include her nomination as a recipient of the Star Group Leading Women Entrepreneurs of the World. Since 2010, she has been a member and healthcare leader of the Bill Clinton Global Initiative. Dr Anna was appointed as the first female independent non-executive director to the board of retail giant, Shoprite Holdings Limited, in MJ Madungandaba Deputy Chairperson Non-executive Age: 55 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Joe was appointed to the board of Jasco as an executive director in He became the nonexecutive deputy chairperson in July Joe is one of South Africa s leading black entrepreneurs who co-founded CIH, a large black empowered company, where the combined annual turnover of its investments exceeds R10 billion. He serves and has served on the boards and sub-committees of several companies. Joe also advised the Cabinet committee on RDP. He studied towards a BCom at the University of the North/Witwatersrand, obtained a Certificate in Taxation (cum laude) from Unisa, and completed the Management Development Programme at Cranfield. Joe is a past winner of the BMF/Pretoria News Manager of the Year Award. He gained extensive lecturing and consulting experience as a lecturer at Potchefstroom University s Business Advisory Bureau. AMF da Silva Chief Executive Officer Executive Age: 53 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Pete studied Light Current Engineering at the Germiston Technikon. His management development programme was completed through Siemens and Duke University. Pete currently holds various board positions in the fields of telecommunication, electrical engineering, property development and the medical industry. Pete s previous positions included that of group CEO for A1GP and group CEO for Siemens Southern Africa. He has also been a senior council member of the German chamber, a board member of the National Business Initiative (NBI), the Business Trust (BT) and Business Leadership South Africa (BLSA). WA Prinsloo Chief Financial Officer Executive Age: 41 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Warren joined the board in 2006 as the financial director. He qualified as a Chartered Accountant in Before Jasco, he spent six years with the Massmart group in various senior financial management positions. He is a board member of several Jasco subsidiaries. Warren is a member of the Institute of Directors. 19

22 JC Farrant Director Independent non-executive Age: 72 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 John became a partner of Ernst & Young in 1967 and was in charge of Jasco s audit from just before the listing in 1987 until his retirement at the end of He was appointed to the Jasco board in September 1997 and also serves as chairperson of the audit and risk committee and is the lead independent non-executive director. John is the chairperson of a number of pension/provident and retirement annuity funds and a trustee of numerous family trusts. H Moolla Director Non-executive Age: 47 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Haroon joined the Jasco board in He currently serves as a member of the audit and risk committee and chairperson of the social and ethics committee. Haroon has more than 22 years of ICT experience across all major sectors of information technology. He has worked for Hewlett- Packard, Microsoft, Dimension Data and Telkom, with a focus on integrated architectures and network design. Haroon has spent the last 10 years specialising in merging IT strategy into business. He also has experience in corporate governance and internal financial controls, and is the non-executive chairperson of FM Media (Pty) Limited and the Outeniqua Trust. M Malebye Director Independent non-executive Age: 40 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Morongwe joined the board of Jasco in She is a member of the audit and risk committee and chairperson of the remuneration committee. Morongwe has a Masters degree in Business Administration and an MSc from the University of the Witwatersrand. She also obtained a Project Management Diploma in 1996 after she graduated in Mechanical Engineering from the University of Cape Town in She has worked as the managing director of Babcock Ntuthuko, and served in several senior positions at Transnet Freight Rail, Sasol, Armscor and Eskom. She serves on the board of Howden Africa Limited. Sir JA Sherry Director Independent non-executive Age: 75 Business address: Corner Alexandra Avenue and 2nd Road, Midrand, 1685 Sir John was the founder of Jasco in 1976 and served as chairperson from inception until he stepped down in August In recognition of his humanitarian deeds, Sir John was made a Knight of Malta during 1998 and was granted the title of Chevalier. 20

23 5.5 Directors remuneration and benefits There will be no variation in the remuneration receivable by any of the directors of Jasco as a consequence of the rights offer An analysis of the aggregate emoluments paid and/or accrued for each director as payable during the financial year ended 30 June 2013 is set out in the table below: Short-term benefits Fees for services as a director R Basic salary R Bonuses and performancerelated payments R Sums paid by way of expense allowance R Contributions under any other benefit scheme R Total shortterm benefits R Contributions to defined contribution funds R Sharebased payments R Total R 2013 (12 months) Non-executive paid by Jasco Electronics Holdings Limited ATM Mokgokong MJ Madungandaba JC Farrant JA Sherry H Moolla M Malebye Executive paid by Jasco Trading Proprietary Limited AMF da Silva* WA Prinsloo Total directors

24 5.5.3 Directors interest in Jasco shares At June 2013, the directors and their associates (as defined in terms of the Listings Requirements), including directors who have resigned in the last 18 months, had the following direct and indirect beneficial interest in the share capital of the Company: Ordinary shares Direct Beneficial JC Farrant JA Sherry H Moolla Indirect Beneficial MJ Madungandaba ATM Mokgokong Total Options Direct Beneficial AMF da Silva WA Prinsloo Total The changes in the directors interest in the issued share capital of the Company as a result of the rights offer*: Direct beneficial number of shares Indirect beneficial number of shares Total number of shares held before the rights offer % of issued share capital Total number of shares held after the rights offer % of issued shares JC Farrant JA Sherry H Moolla MJ Madungandaba ATM Mokgokong Total *These figures are based on the assumption that the rights offer will be fully subscribed for Directors interests in transactions None of the directors of Jasco, including directors who have resigned in the 18 months prior to this circular, have any material direct or indirect beneficial interest in any transaction that was effected by the Jasco Group during the current, immediately preceding financial year or earlier financial year, which remains in any respect outstanding or unperformed. 5.6 Corporate governance Jasco is committed to the principles of openness, integrity and accountability in its dealings with all stakeholders and supports the Code of Corporate Practices and Conduct as recommended by the King III Report on Corporate Governance. Extracts of the corporate governance policies adopted by Jasco are set out in Annexure 5 to this circular. 22

25 5.7 Share capital The authorised and issued share capital of Jasco before the rights offer is as follows: R( 000) Authorised share capital ordinary shares of no par value redeemable preference shares of no par value Issued share capital ordinary shares of no par value treasury shares held by the Jasco Share Incentive Scheme ( ) treasury shares held by the Spescom Limited Share Trust ( ) Total issued share capital The authorised and issued share capital of Jasco after the rights offer is as follows: R( 000) Authorised share capital ordinary shares of no par value compulsory convertible preference shares of no par value Issued share capital ordinary shares of no par value treasury shares held by the Jasco Share Incentive Scheme ( ) treasury shares held by the Spescom Limited Share Trust ( ) Total issued share capital Litigation statement At the last practicable date there were no legal or arbitration proceedings (including proceedings which are pending or threatened) of which the Jasco directors are aware, which may have or have had during the 12 months preceding the date of this circular, a material effect on the Company and the Jasco Group s financial position. 6. RESPONSIBILITY STATEMENT The directors, whose names are set out in paragraph 5.4, collectively and individually: have considered all statements of fact and opinion in this circular; collectively and individually accept full responsibility for the accuracy of the information provided; certify that, to the best of their knowledge and belief, there are no other facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this document contains all information required by law and the Listings Requirements; and confirm that this circular contains all information required by law and the Listings Requirements. 7. AUTHORISATIONS The directors of Jasco agreed to the rights offer by the passing of a Board resolution on Monday, 2 December CONSENTS The corporate advisor, sponsor and reporting accountants to Jasco have given and have not, prior to the last practicable date, withdrawn their written consents to the inclusion of their names and, where applicable, their reports in the form and context in which they appear in this circular. 23

26 The independent reporting accountants have consented in writing to the inclusion of their report in this circular in the form and context in which it appears and have not withdrawn such consents prior to the publication of this circular. 9. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the registered offices of Jasco and the corporate advisor and sponsor during normal business hours (excluding Saturdays, Sundays and public holidays) from the date of issue of this circular up to and including Friday, 17 January 2014: the Memorandum of Incorporation of Jasco and each of its subsidiaries; the audited consolidated financial statements for Jasco for the financial years ended 30 June 2013, 30 June 2012 and 30 June 2011; the Annual Integrated Report for the financial year ended 30 June 2013; the pro forma financial effects and statements of comprehensive income and financial position for the year ended 30 June 2013 prepared in terms of IFRS as set out in Annexure 3 of this circular; the independent reporting accountants reasonable assurance report on the pro forma financial effects and statements of comprehensive income and financial position as set out in Annexure 4 to this circular; all material contracts; the latest sworn appraisals or valuations relative to movable and immovable property; copies of service agreements with directors, managers, secretaries, underwriters, vendors and promoters entered into during the last three years; copies of the underwriting agreements; written consents of the independent reporting accountants, and corporate advisor and sponsor to the inclusion of their names in this circular in the context and form in which they appear; and a signed copy of this circular and the form of instruction. By order of the Board JASCO ELECTRONICS HOLDINGS LIMITED Pete da Silva Chief Executive Officer Midrand 13 December 2013 Registered office Corner Alexandra Avenue and 2nd Road Midrand, 1685 (PO Box 860, Wendywood, 2144) 24

27 ANNEXURE 1 TABLE OF ENTITLEMENT The number of rights offer shares to which qualifying shareholders will be entitled is set out below, based on the assumption that Jasco shareholders will be entitled to rights offer shares for every 100 Jasco shares held. Shareholders entitlements will be rounded up or down, as appropriate with fractions of 0.5 and above being rounded up and fractions of less than 0.5 being rounded down, and only whole numbers of rights offer shares will be issued, in accordance with the Listings Requirements. Number of Jasco shares held Number of rights offer shares entitled to Number of Jasco shares held Number of rights offer shares entitled to Number of Jasco shares held Number of rights offer shares entitled to Number of Jasco shares held Number of rights offer shares entitled to

28 ANNEXURE 2 EXCHANGE CONTROL REGULATIONS The following summary is intended only as a guide and is, therefore, not comprehensive. If shareholders are in any doubt as to the appropriate course of action they are advised to consult their professional advisor. The rights offer shares will not be freely transferable from South Africa and will have to be dealt with in terms of the Exchange Control Regulations. In respect of Jasco shareholders who will not be entitled to transfer their rights offer shares from South Africa in terms of the Exchange Control Regulations, the rights offer entitlement attributable to such shareholder will, if a premium can be obtained over the expenses of the sale, be sold on the JSE for the benefit of, and remitted to such shareholders. The sale proceeds cannot be remitted abroad if the shareholder in question is an emigrant, but must be credited to such emigrant s blocked account. Should the net proceeds of the sale in relation to any one holding be an amount of less than R5.00, such amount will be retained for the benefit of Jasco. The transfer secretaries or any broker appointed by them or Jasco will not have any obligation or be responsible for any loss or damage whatsoever in relation to or arising out of the timing of such sales or the remittance of the net proceeds of such sales. For further details, contact Link Market Services (Proprietary) Limited on telephone number: +27 (0) Pursuant to the Exchange Control Regulations of South Africa and upon specific approval of the South African Reserve Bank, non-residents, excluding former residents, of the Common Monetary Area will be allowed to: take up rights allocated to them in terms of the rights offer; purchase letters of allocation on the JSE; purchase excess rights offer shares which have been applied for in terms of the rights offer; and subscribe for the rights offer shares arising in respect of the letters of allocation purchased on the JSE provided payment is received either through normal banking channels from abroad or from a non-resident account. All applications by non-residents for the above purposes must be made through an authorised dealer in foreign exchange. Electronic statements issued in terms of Strate and any share certificates issued pursuant to such applications will be endorsed non-resident. Where a right in terms of the rights offer becomes due to a former resident of the Common Monetary Area, which right is based on shares blocked in terms of the Exchange Control Regulations of South Africa, then only emigrant blocked funds may be used to: take up the rights allocated to them in terms of the offer; purchase letters of allocation on the JSE; purchase excess shares which have been applied for in terms of the rights offer; and subscribe for the rights offer shares arising in respect of the letters of allocation purchased on the JSE. All applications by emigrants using blocked funds for the above purposes must be made through the authorised dealer in South Africa controlling their blocked assets. Share certificates issued to such emigrants will be endorsed non-resident and placed under the control of the authorised dealer in foreign exchange through whom the payment was made. The proceeds due to emigrants from the sale of the letters of allocation, if applicable, will be returned to the authorised dealer in foreign exchange for credit to such emigrants blocked accounts. Electronic statements issued in terms of Strate and any rights offer share certificates issued pursuant to blocked Rand transactions will be endorsed non-resident and placed under the control of the authorised dealer through whom the payment was made. The proceeds arising from the sale of letters of allocation or arising from the sale of blocked shares will be credited to the blocked accounts of the emigrants concerned. Any qualifying shareholder resident outside the Common Monetary Area who receives this circular and form of instruction should obtain advice as to whether any governmental and/or other legal consent is required and/or any other formality must be observed to enable a subscription to be made in terms of such form of instruction. 26

29 New share certificates issued pursuant to the rights offer to an emigrant will be endorsed non-resident and forwarded to the address of the relevant authorised dealer controlling such emigrant s blocked assets for control in terms of the Exchange Control Regulations of South Africa. Where the emigrant s shares are in dematerialised form with a CSDP or broker, the electronic statement issued in terms of Strate will be despatched by the CSDP or broker to the address of the emigrant in the records of the CSDP or broker. The rights offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and this circular and form of instruction should not be forwarded or transmitted by you to any person in any territory other than where it is lawful to make such an offer. The offer shares have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the rights offer shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the Securities Act. This circular and the accompanying documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. This circular does not constitute an offer of any securities for sale in the United States or to United States persons. The rights offer contained in this offering circular does not constitute an offer in the District of Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Non-qualifying shareholders should consult their professional advisors to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the rights offer, or trade their entitlement. Shareholders holding Jasco shares on behalf of persons who are non-qualifying shareholders are responsible for ensuring that taking up the rights offer, or trading in their entitlements under that offer, do not breach regulations in the relevant overseas jurisdictions. Non-resident shareholders that are restricted in their respective jurisdiction cannot participate in the rights offer and consequently their letters of allocations will lapse. 27

30 ANNEXURE 3 PRO FORMA FINANCIAL INFORMATION The pro forma financial information has been prepared for illustrative purposes only and because of its nature may not fairly present Jasco s financial position, changes in equity, results of operations and cash flows; nor the effect and impact of the rights offer. For the purposes of the pro forma financial information, it has been assumed that the rights offer took place with effect from 1 July 2012 for the statement of comprehensive income and 30 June 2013 for the statement of financial position. The pro forma statements of comprehensive income and financial position have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the published audited annual financial information of Jasco for the year ended 30 June The directors of Jasco are responsible for the compilation, contents and preparation of the pro forma financial information contained in the circular and for the financial information from which it has been prepared. The independent reporting accountants reasonable report on the pro forma financial information is set out in Annexure 4. SCENARIO 1: FULL RIGHTS OFFER TAKE UP 1. PRO FORMA STATEMENT OF COMPREHENSIVE INCOME The table below sets out the pro forma statement of comprehensive income. Before (1) Published (R 000) Effect of the rights issue (2) Pro forma (R 000) After Pro forma (R 000) Revenue Turnover Cost of sales ( ) ( ) Profit before other income and expenses Other income Selling and distribution costs (1 955) (1 955) Administrative expenses ( ) ( ) Other expenses ( ) ( ) Operating (loss)/profit (93 486) (93 486) Finance income Finance costs (24 331) (19 656) Equity accounted share of (loss)/ income from associates (1 586) (1 586) (Loss)/profit before taxation ( ) ( ) Taxation (1 309) (Loss)/profit for the year ( ) ( ) Other comprehensive income 2 2 Exchange differences on translating foreign operations 2 2 Total comprehensive (loss)/income for the year ( ) ( ) Change (Cents) Change (%) 28

31 Before (1) Published (R 000) Effect of the rights issue (2) Pro forma (R 000) After Pro forma (R 000) (Loss)/profit for the year attributable to: Non-controlling interests Ordinary shareholders of the parent ( ) ( ) Change (Cents) Change (%) ( ) ( ) Total comprehensive (loss)/income attributable to: Non-controlling interests Ordinary shareholders of the parent ( ) ( ) ( ) ( ) (Loss)/earnings per ordinary share (cents) Basic (77.9) (50.0) Diluted (77.9) (50.0) Headline earnings per share (HEPS) Diluted headline earnings per share (Diluted HEPS) Weighted number of shares in issue (3) Maximum number of shares (3) Notes: 1. The Before Published financial information has been extracted, without adjustment, from Jasco s published audited final results for the year ended 30 June The effects on the rights issue are calculated on the assumption that: (a) the rights issue became effective on 1 July 2012 and the rights issue consideration was received on that date; (b) the rights issue consideration of R57.6 million was settled in cash; and (c) the rights issue consideration was used to pay the share issue costs of R and the balance of R to decrease the overdraft, resulting in a saving of the interest on the overdraft, at a pre-tax interest rate of 8.5%, of R for the year ended 30 June The weighted average number of shares increased by 72 million shares issued at 80 cents per share. 5. The adjustment to interest paid represents the interest saving on the decrease in the bank overdraft. The after tax effect of this adjustment is R

32 2. PRO FORMA STATEMENT OF FINANCIAL POSITION The table below set out the pro forma statement of financial position. Before (1) Published (R 000) Effect of the rights issue (3) Pro forma (R 000) After the transactions Pro forma (R 000) ASSETS Non-current assets Property, plant and equipment Investment in associate Intangibles Deferred tax asset Other non-current assets Non-current asset held for sale Current assets Inventories Trade and other receivables Foreign currency contacts Taxation paid in advance Short-term portion of other non-current assets Cash and cash equivalents Total assets EQUITY AND LIABILITIES Share capital and reserves Share capital Treasury shares (6 911) (6 911) Non-distributable reserves Retained earnings Non-controlling interests Non-current liabilities Interest-bearing liabilities Deferred maintenance revenue Deferred tax liability Non-current liabilities held for sale Current liabilities (55 000) Trade and other payables Provisions Foreign currency contracts Deferred maintenance revenue Short-term borrowings (55 000) Net taxation liability Total liabilities Change (cents) Change (%) Net asset value per share (cents) (26. 9) (17.2) Net tangible asset value per share (cents) (4.3) (4. 9) Number of shares in issue (2) Notes: 1. The Before Published financial information has been extracted, without adjustment, from Jasco s published audited results for the year ended 30 June The weighted average number of shares increased by 72 million. 3. The effect of the rights issue is done on the basis that it was effective 30 June

33 SCENARIO 2: PARTIAL TAKE UP BY UNDERWRITERS ONLY 1. PRO FORMA STATEMENT OF COMPREHENSIVE INCOME The table below sets out the pro forma statement of comprehensive income. Before (1) Published (R 000) Effect of the rights issue (2) Pro forma (R 000) After Pro forma (R 000) Revenue Turnover Cost of sales ( ) ( ) Profit before other income and expenses Other income Selling and distribution costs (1 955) (1 955) Administrative expenses ( ) ( ) Other expenses ( ) ( ) Operating (loss)/profit (93 486) (93 486) Finance income Finance costs (24 331) (20 727) Equity accounted share of (loss)/ income from associates (1 586) (1 586) (Loss)/profit before taxation ( ) ( ) Taxation (1 009) (Loss)/profit for the year ( ) ( ) Other comprehensive income 2 2 Exchange differences on translating foreign operations 2 2 Total comprehensive (loss)/income for the year ( ) ( ) (Loss)/profit for the year attributable to: Non-controlling interests Ordinary shareholders of the parent ( ) ( ) ( ) ( ) Total comprehensive (loss)/income attributable to: Non-controlling interests Ordinary shareholders of the parent ( ) ( ) Change (Cents) Change (%) ( ) ( ) (Loss)/earnings per ordinary share (cents) Basic (77.9) (54.4) Diluted (77.9) (54.4) Headline earnings per share (HEPS) Diluted headline earnings per share (Diluted HEPS) Weighted number of shares in issue (3) Maximum number of shares (3)

34 Notes: 1. The Before Published financial information has been extracted, without adjustment, from Jasco s published audited final results for the year ended 30 June The effects on the rights issue are calculated on the assumption that: (a) the rights issue became effective on 1 July 2012 and the rights issue consideration was received on that date; (b) the rights issue consideration of R45 million was settled in cash; and (c) the rights issue consideration was used to pay the share issue costs of R and the balance of R to decrease the overdraft, resulting in a saving of the interest on the overdraft, at a pre-tax interest rate of 8.5%, of R for the year ended 30 June The weighted average number of shares increased by shares issued at 80 cents per share. 4. The adjustment to interest paid represents the interest saving on the decrease in the bank overdraft. The after tax effect of this adjustment is R PRO FORMA STATEMENT OF FINANCIAL POSITION The table below set out the pro forma statement of financial position. Before (1) Published (R 000) Effect of the rights issue (3) Pro forma (R 000) After the transactions Pro forma (R 000) ASSETS Non-current assets Property, plant and equipment Investment in associate Intangibles Deferred tax asset Other non-current assets Non-current asset held for sale Current assets Inventories Trade and other receivables Foreign currency contacts Taxation paid in advance Short-term portion of other non-current assets Cash and cash equivalents Change Change (cents) (%) Total assets EQUITY AND LIABILITIES Share capital and reserves Share capital Treasury shares (6 911) (6 911) Non-distributable reserves Retained earnings Non-controlling interests Non-current liabilities Interest-bearing liabilities Deferred maintenance revenue Deferred tax liability

35 Before (1) Published (R 000) Effect of the rights issue (3) Pro forma (R 000) After the transactions Pro forma (R 000) Non-current liabilities held for sale Current liabilities (42 400) Trade and other payables Provisions Foreign currency contracts Deferred maintenance revenue Short-term borrowings (42 400) Net taxation liability Change Change (cents) (%) Total liabilities Net asset value per share (cents) (22.9) (14.7) Net tangible asset value per share (cents) (3.9) (4.4) Number of shares in issue (2) Notes: 1. The Before Published financial information has been extracted, without adjustment, from Jasco s published audited results for the year ended 30 June The weighted average number of shares increased by The effect of the rights issue is done on the basis that it was effective 30 June

36 ANNEXURE 4 INDEPENDENT REPORTING ACCOUNTANTS REASONABLE ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION The Directors Jasco Electronic Holdings Limited Corner Alexandra Avenue and 2nd Road Midrand December 2013 Dear Sirs, INDEPENDENT REPORTING ACCOUNTANTS ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE CIRCULAR TO SHAREHOLDERS REGARDING THE RENOUNCEABLE RIGHTS ISSUE We have completed our assurance engagement to report on the compilation of Pro Forma Financial Information of Jasco Electronics Holdings Limited by the directors. The Pro Forma Financial Information, as set out in Annexure 3 of the circular, consists of a Pro Forma Statement of Comprehensive Income, a Pro Forma statement of Financial Position, and related notes thereto. The Pro Forma Financial Information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE) Listings Requirements. The Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the renounceable rights issue, described in the circular to shareholders, on the Company s financial position as at 30 June 2013, and the Company s financial performance for the period then ended, as if the renounceable rights issue had taken place at 1 July 2012, and for the period then ended. As part of this process, information about the Company s financial position and financial performance has been extracted by the directors from the Company s financial statements for the period ended 30 June 2013, on which an unqualified auditor s report was issued on 17 September Directors responsibility for the Pro Forma Financial Information The directors are responsible for compiling the Pro Forma Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in section 6 to the circular. Reporting accountants responsibility Our responsibility is to express an opinion about whether the Pro Forma Financial Information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement relating to a renounceable rights issue. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information. As the purpose of Pro Forma Financial Information included in a circular to shareholders is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the renounceable rights issue had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2013 would have been as presented. 34

37 A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the Pro Forma Financial Information provides a reasonable basis for presenting the significant effects directly attributable to the renounceable rights issue, and to obtain sufficient appropriate evidence about whether: the related Pro Forma adjustments give appropriate effect to those criteria; and the Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the Pro Forma Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in the circular to shareholders. Per: Allister Carshagen Registered Auditor Director Ernst & Young Inc. Wanderers Office Park 52 Corlett Drive Illovo

38 ANNEXURE 5 CORPORATE GOVERNANCE Introduction The directors fully endorse the recommendations of King III. In line with the key areas of governance, the board applied the main principles imperative to the governance of the Company, together with the Company Act regulations affecting the year under review. The directors confirmed that they were prudent in exercising their duties of care and skill and that they have taken reasonable steps to ensure the applied governance principles of the Jasco Group. The company secretary The board selects and appoints the Jasco Group company secretary and recognises the pivotal role to be played by this person in entrenching good corporate governance. Mrs Shireen Lutchan was appointed into the role of group company secretary on 5 January She is not a director of the Company or its subsidiaries and maintains an arm s length relationship with the Jasco Board. All directors have access to the advice and services of the Jasco Group company secretary. The Jasco Group company secretary assists directors, board committees and their members in obtaining professional advice. The Jasco Group company secretary is also responsible for alerting the directors to any relevant changes to the Companies Act, the Financial Markets Act, the JSE Listings Requirements, all governance reports, as well as any other statutory regulations or laws affecting them in their capacities as directors. The Jasco Group company secretary also monitors the directors dealings in securities and ensures adherence to prohibited periods for share trading. The appointment and removal of the Jasco Group company secretary is a matter for the board as a whole. In line with section 3.84(i) and (j) of the JSE Listings Requirements, a detailed assessment was conducted by the Chairperson and the CEO to satisfy the Board of the competence, qualifications and experience of the Jasco Group company secretary. This was performed through: a review of qualifications and experience. The Jasco Group company secretary has a CIS Professional Post graduate Qualification in company secretarial and governance practice, CIS Professional Advanced Qualification in governance and administration, National Diploma Public Management and Administration, Post Graduate Advanced Company Law certificate, and is currently working towards her Master s Degree in Business Administration; completion of an assessment (detailing all the legislative and King III requirements) by the Chairperson. This assessment specifically included questions on how effectively she performs the role as gatekeeper of good governance in the Company, the effectiveness of the arm s length relationship and how she performed the role and duties as group company secretary; and a performance review was conducted by the CEO in her performance against measured targets from a daily administrative perspective. The score obtained during the reviews indicated that all requirements had been met, including competence, qualifications and experience requirements. King III Compliance Table The Jasco Group conducted a detailed analysis of the extent to which the Company s governance practices meet the recommendations of King III, which is provided in the Company s website ( Where compliance with the recommendations is not being met, the directors adhered to the comply or explain principle. Remedial action for non-adherence, where this is required has been put in place. The table below provides an indication of where the Jasco Group was not complying at the time of publication of the integrated report. 36

39 Governance Element 2.16 The board should elect a chairman who is an independent non-executive director. The CEO of the Company should not fulfil the role of chairman of the board 2.18 The board should comprise a balance of power, with A majority of non-executive directors. The majority of non-executive directors should be independent 4.1 The board should be responsible for governance of risk 5.1 The board should be responsible for Information Technology (IT) governance 5.3 The board should delegate the responsibility for implementation of an IT governance framework to management 6.3 Compliance risk should form an integral part of the Company s risk management process 8.3 The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interest of the Company Comments The Jasco chairperson is a non-executive director who is not independent. Despite this classification, the chairperson applies independence of mind to matters under discussion. A Lead independent non-executive director, Mr JC Farrant serves on the board in line with the King III principle The role of the chairperson, Dr ATM Mokgokong, is separate to that of the CEO, Mr AMF da Silva. In line with the recommendations of King III, Jasco has a unitary board structure, currently comprising: three independent non-executive directors; three non-executive directors; and two executive directors, being the Jasco Group CEO and CFO. In assessing the status of directors, the principles of King III and the JSE Listings Requirements are used. The policy dealing with the division of responsibilities between the chairperson and CEO noted in principle 2.17 helps to ensure a balance of power and authority to guarantee that no director has unfettered powers. The board charter and memorandum of incorporation further ensure that proper voting principles and processes are employed to enable a balance of power. The board retains accountability for risk governance. Because of the inter-relationship of strategy, risk, performance and sustainability, this forms part of the strategic deliberations. An enterprise risk management framework and policy is in the process of being finalised through the various levels within the Jasco Group. Significant effort will be employed in this area in 2013 and beyond. The board recognises that IT governance should form part of the Company strategy. The Jasco Group has engaged in various projects to ensure that IT complies with IT governance. In the coming year, all aspects of IT governance will receive attention in terms of alignment. The implementation of the IT governance framework is under the management of the newly-appointed chief technology officer, Mr PH Fick. While the Jasco Group adheres to relevant laws and regulations, the monitoring and measuring of compliance is not yet formalised. The Company secretary s office is being utilised to ensure continuous monitoring of complete implementation of the recommended principles. A compliance policy is not yet formalised. This area will receive attention. Various functions in the Jasco Group are assigned to manage relationships with stakeholders. The intention is to promote two-way engagement so that the Jasco Group and stakeholders understand one another. A communication strategy, still to be developed and implemented will provide appropriate support and offer opportunities for effective engagement. 37

40 THE BOARD AND DIRECTORS In line with good corporate governance practices, the Jasco board charter defines the board s mission, roles, duties and responsibilities. The board adheres to the fiduciary duties and duty of skill and care codified in the Companies Act, No. 71 of This is reflected in the conflicts of interest policy, which also applied to directors. Declarations of interest are confirmed at each board and committee meetings, and are recorded in the minutes. Jasco has a unitary board structure comprising: three independent non-executive directors; three non-executive directors; and two executive directors, being the Jasco Group CEO and CFO. Directors are entitled to seek independent professional advice concerning the affairs of the Jasco Group, at the Jasco Group s expense, should they believe this to be in the best interest of the Jasco Group. The board assessment conducted in FY2013 also reaffirmed that no director has unfettered powers. The policy dealing with the division of responsibilities between the Chairperson and CEO helps to ensure a balance of power and authority to guarantee that no director has unregulated powers. The board charter and memorandum of incorporation further ensure that proper voting principles and processes are employed to enable a balance of power. All directors apply independence of mind to matters under discussion, which was also reaffirmed during the board assessment process. Strategy The board is ultimately accountable and responsible to its shareholders and other stakeholders for setting the strategic direction of the Company together with the Jasco Group s management team. The board acknowledges that strategy, risk, performance and sustainability are inseparable and gives effect to this by: contributing to and approving the strategy on an annual basis, at which point past performance, key risks and sustainability matters are also debated; satisfying itself that strategy and business plans do not give rise to risks that have not been thoroughly assessed by management; identifying key performance and risk areas; ensuring that the strategy will result in sustainable outcomes; and considering sustainability as a business opportunity that guides strategy formulation. Delegation of authority The Jasco Group has adopted and complies with a detailed delegation of authority framework and policy, which stipulates the governance framework. Most policies are group-wide policies, applicable to all subsidiaries. Board evaluation and performance Jasco undertakes an annual board evaluation, as recommended by King III. The board evaluation includes an evaluation of the board as a whole and of each board sub-committee, as well as of the chairperson and each director to review their ability to add value. This is done through self-assessments and peer review processes. In addition, the remuneration committee facilitates the evaluation of executive management. The CEO reports to the board on succession planning and the board approved a succession plan for the CEO and any of the senior management employees, should they need to be replaced. The board, committee, chairperson and individual director assessments were conducted during the year under review and revealed that sound governance practices were observed. The board is well informed and attentive to key issues. The board continues to focus on ensuring that the profile, skills set, diversification, qualifications and individual qualities of its executive and non-executive directors serve the current and future needs of the business and the ever-changing environment in which it operates. Jasco is currently not able to adopt all the principles in terms of the board structures, however, the board is well balanced and diverse and works well with executive management. 38

41 Orientation and development The Jasco Group company secretary arranges an appropriate induction programme for new directors. New directors are informed of their responsibilities through extensive induction material, discussions and visits to the main business units. All have access to key management members for information on Jasco s operations. They are taken through an induction programme designed to enhance their understanding of Jasco s legislative framework, its governance processes and the nature and operations of the business through full participation of the executive senior management and business unit managing directors. New and existing directors are invited to these programmes to gain first-hand knowledge of the operations and prospects of the Jasco Group. Director development programmes were not required and the board was provided with all updates and material in the course of carrying out their functions. Appointments to the board The appointment of new directors is approved by the board as a whole on the recommendation of the nominations committee. Directors are appointed through a formal and transparent process, which includes the identification of suitable members and performance and background checks prior to nominations. Director appointments are formalised through an agreed contract of service between the Company and the director. In the period under review there were no new appointments to the board. Independent directors The board applies the principles contained in King III and the Companies Act guidelines to determine the independence of directors. The nominations committee reviewed the independence of all non-executive directors using the guidelines recommended by King III, JSE Regulations and the Companies Act to review the independence of all non-executive directors. The board considered the independence of Mr JC Farrant as a result of his years of service and is satisfied that he continued to perform his duties impartially and with the highest integrity. Retirement and re-election of directors All directors are appointed in accordance with Jasco s memorandum of incorporation and are subject to retirement by rotation and re-election by shareholders at least once every three years. Consequently, Mr MJ Madungandaba and Sir JA Sherry will retire by rotation. Being eligible for re-election, they offer themselves for re-election to the board. Directors remuneration Non-executive directors receive a fee for their contribution to the board and the sub-committees on which they serve. Fees are determined by the remuneration committee and approved by the shareholders at the annual general meeting. The remuneration of executive directors is determined by the remuneration committee in accordance with the Company s memorandum of incorporation. Remuneration is defined according to the value added by the directors to the Jasco business and is compared to salary surveys to ensure market relevance. Risk management The board appreciates the importance of risk management and has adopted a risk and opportunity register that outlines a detailed mitigation process. Management is accountable for the design, implementation and monitoring of the risk management plan. The risk and opportunity register is monitored through a detailed process that involves rating the risk and categories with equivalent estimated values. The mitigation process involves allocation of responsibilities to individual employees and target dates as a monitoring tool. To ensure that risk assessment is performed on a continual basis, the risk and opportunity register is reviewed at each management meeting and monitored by the board on a quarterly basis. The board carries ultimate responsibility for establishing a framework for internal control. The controls throughout Jasco focus on the critical risk areas identified by operational management and confirmed by the executive management. Controls are designed to provide a reasonable assurance as to the integrity and reliability of the annual financial statements to safeguard, verify and maintain accountability of its assets and to detect fraud, potential liability, loss and material misstatement, whilst complying with applicable laws and regulations. An enterprise risk management framework and policy is in the process of being finalised through the various levels within the Jasco Group. Significant effort will be employed in this area in 2013 and beyond. 39

42 The board is assisted in its responsibility by the audit and risk committee, its objective is to monitor and consider the risk management processes. The Jasco Group annual internal audit plan is designed to incorporate the outcomes of the risk management process. The internal audit is based on a risk-based audit approach. Board meetings The board meets quarterly and on an ad hoc basis, or as is deemed necessary. In fulfilling their duties to both Jasco and its stakeholders, the directors aim to act impartially and independently when considering matters of strategy, performance, allocation of resources and ensuring the highest levels of conduct. Non-executive directors play a major role in the audit and risk committee, social and ethics committee, remuneration committee, nominations committees and the investment committee, which operate within the adopted terms of reference for each of these sub-committees. An agenda and supporting papers are distributed to all directors prior to each board meeting to allow members sufficient time to prepare for the meeting. Appropriate explanations and motivations are provided for items requiring resolution at the meeting. This ensures that relevant facts and circumstances are brought to the attention of the directors. In terms of good governance, the directors may conduct unrestricted inspections of all the Jasco Group s property, information and records. Board committees The board committees assist the board in executing its duties and authorities. The board delegates to each committee the required authority to enable them to fulfil their respective functions through formal board approved terms of reference which are reviewed annually. Each committee has a detailed annual work plan to ensure full oversight of all matters within their delegated mandate. Delegating authority to board committees or management does not mitigated or discharge the board and its directors of their duties and responsibilities. The board has five committees through which it operates: audit and risk committee; social and ethics committee; remuneration committee; nominations committee; and investment committee. In the spirit of transparency and full disclosure, each committee chairperson reports formally to the board after each meeting on all matters within its duties and responsibilities, including recommendations on envisaged action steps. Audit and risk committee The committee consists of three independent non-executive directors. The chairperson of the board is not the chairperson of the audit and risk committee. The external auditors, internal auditors, the Jasco Group CEO and the Jasco Group chief financial director attend these meetings by invitation. The internal and external auditors have unrestricted access to the chairperson of the audit and risk committee. Meetings are held quarterly. Four meetings were held in the year under review. Apart from the statutory duties of the audit committee as set out in the Companies Act and the provisions of the Listings Requirements of the JSE and King III principles, the purpose of the committee is to: examine and review the Jasco Group s financial statements and report on interim and final results, the accompanying message to stakeholders and any other announcements on the Company s results or other financial information to be made public; oversee cooperation between internal and external auditors, and serve as a link between the board and these functions; oversee the external audit function; approve the internal audit plan, fees and qualifications of the internal auditors; 40

43 evaluate the qualification and independence of the external auditor; approve external audit fees; approve the internal audit plan, fees and qualifications of the internal auditors; ensure effective internal financial controls are in place; review the integrity of financial risk control systems and policies; evaluate the scope and effectiveness of the internal audit function; evaluate the competency level of the finance director and finance function; and comply with legal and regulatory requirements. During the period under review, the committee satisfied itself that Mr WA Prinsloo possesses the appropriate level of expertise and experience to fulfil his responsibilities as chief financial officer to the board and the Company. Social and ethics committee The Jasco social and ethics committee was constituted in February 2012 and comprises one independent non-executive director, the CEO, the Jasco Group s human resources executive, the head of strategic sales and the Company secretary. Meetings are held quarterly or as frequently as deemed possible. Four meetings were held during the year under review. The committee is governed by a charter and monitors group performance in terms of defined social and ethics performance indicators that have been formulated with reference to Regulation 43(5) of the 2008 Companies Act. These indicators include, but are not limited to, the OECD anti-corruption guidelines, the United Nations Global Compact principles, the Employment Equity Act, Johannesburg Stock Exchange Socially Responsible Index criteria and broad-based black economic empowerment elements. The indicators are reviewed by the committee on a rotational or core agenda basis. The committee met four times during the year. In response to the requirements of the Companies Act, the performance in the following areas was reviewed: Group policies (ethics, whistle-blowing, anti-corruption and procurement); employment equity; socio-economic development; and environmental impact. The committee confirms that no material issues were identified during this review. Remuneration committee Jasco is committed to the fair and equitable remuneration of its employees. Remuneration is guided by both general market forces and the performance of employees within the context of their defined roles within the Jasco Group. The remuneration committee comprises four non-executive directors and is chaired by an independent nonexecutive director. Meetings are attended on invitation by the Jasco Group CEO, CFO and the Jasco Group Executive: Human Resources, when required. Two meetings were held during the year under review. The purpose of the committee is to: make recommendations, for approval by shareholders, on the remuneration policy for executive directors, senior management and employees to the board; recommend for approval the remuneration for the Jasco Group directors and executive management; ensure that the Jasco Group directors and senior executives are correctly appointed and fairly rewarded for their contribution to the Jasco Group s overall performance to the board; ensure that Jasco demonstrates its commitment towards organisational integrity in an appropriate manner; monitor Jasco s health and safety and all employee wellness programmes; and conduct research on behalf of the board and engage in benchmarking to provide guidance to the board. 41

44 Nominations committee The nominations committee is responsible for ensuring that the procedures for appointments to the board are formal and transparent. The committee consists of three members and is chaired by the board chairperson. The committee met once during the year under review. The purpose of this committee is to: provide recommendations on the composition of the board and board committees, and ensuring the board comprises individuals equipped to fulfil their role as directors of the Company and the company secretary, aligned with the policy outlining the procedures for appointments to the board; provide comments and suggestions on committee structures of the board, committee operations, member qualifications and member appointment; and review and recommend its annual training programme to the board. Investment committee The investment committee is constituted as a sub-committee to assist the board with the investment process of the Jasco Group. The committee oversees approval processes for investments. These are designed to ensure they are aligned to the Jasco Group s agreed strategies and values. Risks are identified and evaluated, investments are fully optimised to produce the maximum shareholder value within an acceptable risk framework and appropriate risk management strategies are pursued. The main purpose of the committee is to review investments in a structured, formal and transparent manner to ensure: each project meets the strategic, technical and investment requirements of the Company, which includes identifying and managing all project-related risks; critical decisions, project parameters, safety, health and environmental impacts and governance processes are followed and addressed prior to committing funds; and each project enhances the portfolio value of the Company. The committee also approves smaller projects within its mandate. The committee meets only when needed. During the year under review, there were no matters that necessitated a formal meeting. Internal control Organisational policies, procedures, structures and approval frameworks provide direction, accountability and segregation of responsibilities and contain self-monitoring mechanisms. Both operational and executive management closely monitor the controls and actions taken to correct weaknesses, as they are identified. Each business unit has its own finance department headed by a finance executive with appropriate skills and experience. The business unit finance executives report directly to the Jasco Group chief financial officer, who is responsible for the overall financial control and reporting. Standards of disclosure increased significantly and internal governance structures and roles have been reviewed and improved where necessary to reflect best practices. This occurred at both board and management levels. Jasco uses an independent auditing firm to perform the internal audit function and representatives of the firm report to the audit and risk committee. The external auditor also considers the internal systems as part of its audit and communicates deficiencies when identified. Insider trading No employee may deal directly or indirectly in Jasco s ordinary shares on the basis of unpublished pricesensitive information regarding its business or affairs. Similarly, no director or officer may trade in shares of the Company during a closed period, as determined by the board in accordance with the JSE Listings Requirements. The Jasco Group s closed periods are between the last day of the reporting period and the publication of the results, as well as during those periods when the Jasco Group trades under a cautionary. F2013 meeting attendance The table below reflects attendance at board, special board, board strategy and board committee meetings for the review period. 42

45 Board (including strategy) Audit and risk committee Remuneration committee Social and ethics committee Nominations committee Number of meetings held Attendance Chairperson ATM Mokgokong¹ Deputy chairperson MJ Mandungandaba² 4 2 Independent non-executive directors JC Farrant³ H Moolla M Malebye Non-executive directors JA Sherry 5 Executive directors AMF da Silva WA Prinsloo Board Chairperson, nominations committee Chairperson 2 Board Deputy chairperson, remuneration committee Deputy chairperson 3 Audit and risk committee Chairperson 4 Social and ethics committee Chairperson 5 Remuneration committee Chairperson 6 Group chief executive officer 7 Group chief financial officer 43

46 ANNEXURE 6 SHARE PRICE HISTORY OF JASCO Daily The highest, lowest and closing price of Jasco shares on the JSE for each trading day commencing from 21 October 2013 to 2 December 2013 (being the last practicable date) and the daily volume and value is as follows: Date High (cents) Low (cents) Close (cents) Volume Value (Rand) 29 November November November November November November November November November November November November November November November November November November November November November October October October October October October October October October

47 Monthly The highest, lowest and closing price of Jasco shares on the JSE for each month commencing from 30 November 2013 to 2 December 2013 (being the last practicable date) and the daily volume and value is as follows: Date High (cents) Low (cents) Close (cents) Volume Value (Rand) 29 November October September August July June May April March February January December November Quarterly The highest, lowest and closing price of Jasco shares on the JSE for each quarter day commencing from 31 December 2010 to 30 November 2012 (being the last practicable date) and the daily volume and value is as follows: Date High (cents) Low (cents) Close (cents) Volume Value (Rand) 30 November September June March December September June March December

48 ANNEXURE 7 INFORMATION ON THE UNDERWRITERS The table below sets out the information on the lead underwriter, Sasfin Bank. LEAD UNDERWRITER SASFIN BANK LIMITED Nature of business: Banking and Financial Services Directors: CN Axten, RDEB Sassoon, TD Soondarjee, RC Andersen, ETB Blight, GC Dunnington, DD Mokgatle, J Moses, MS Rylands, MG Lane, LR Fröhlich, MEE Sassoon Company secretary: Howard Brown Date and place of incorporation: 26 June 1951, Pretoria Registration number: 1951/002280/06 Authorised share capital: ordinary shares Registered office: 29 Scott Street, Waverley, 2090 Bankers: Nedbank Limited The following tables set out the information on the co-underwriter, Harvibase and its sole shareholder Eclipse Unlimited Holdings (Proprietary) Limited. CO-UNDERWRITER HARVIBASE INVESTMENTS (PROPRIETARY) LIMITED Nature of business: Investment entity Directors: Mr S Bawa, Mr Y Mahomed Company secretary: N/A Date and place of incorporation: Registration date: Incorporated in South Africa Registration number: 2011/004744/07 Authorised share capital: 100 ordinary shares Registered office: 25 Autumn Street, Rivonia, 2191 Accounting officer: Baxters Bankers: Nedbank Shareholder interest: 100% Eclipse Unlimited Holdings (Proprietary) Limited ECLIPSE UNLIMITED HOLDINGS (PROPRIETARY) LIMITED Nature of business: Investment entity Directors: Mr S Bawa, Mr Y Mahomed Company secretary: N/A Date and place of incorporation: Registration date: 24/07/2002. Incorporated in South Africa Registration number: 2002/017865/07 Authorised share capital: 100 ordinary shares Registered office: 25 Autumn Street, Rivonia, 2191 Accounting officer: Baxters Bankers: Nedbank Shareholder interest: 50% S Bawa, 50% Yumina Investment Trust S Bawa BSc(Hons) Applied Physics, MSc Electrical Engineering (54 years) Shaheen has worked extensively in the engineering environment both in Government and in the Private Sector. He has detailed knowledge and understanding of engineering processes and applications in the wider scope of business. He is a founding member of Ubambo and was intimately involved in the startup of Cell C. Shaheen serves on several Boards including that of Cigicell (Pty) Ltd, Cellsaf (Pty) Ltd and N17 Toll Operators (Pty) Ltd. In recent years his activities have been focused on the acquisition of technology related assets. His experience in the ICT sector makes him most suited for this role. 46

49 Y Mahomed BPharm, MScPharm Yusuf Mahomed is an established business executive and entrepreneur. He has served on the Boards of Thebe Health Care, Ubambo Investment Holdings, Siemens and currently still serves on the Boards of Cellsaf, 3C Telecommunications (holding company of Cell C) and Legend Power Solutions. He continues to play a role in various social, community and political structures as well as the companies on which Boards he serves with respect to strategy, social and ethics, audit and governance committees. The table below sets out the information on the proposed strategic BEE equity partner who will within a threemonth period acquire from Sasfin Bank any rights offer shares. The BEE equity partner was selected by the Board of directors of Jasco on the basis of Jasco retaining black-owned status (> 50%) as well as a BEE partner that can add value by unlocking opportunities and complement/strengthen the existing empowerment shareholders. The shareholder of the BEE equity partner has no existing relationship with the directors of Jasco or the existing shareholders of Jasco. GOLDSOL II PROPRIETARY LIMITED Nature of business: Investment entity Directors: Mr PS Reddy Company secretary: N/A Date and place of incorporation: Registration date: 01/02/2013. Incorporated in South Africa Registration number: 2013/015482/07 Authorised share capital: ordinary shares Registered office: 21 George Storrar Drive, Groenkloof, Pretoria, 0181 Accounting officer: Van Wyk Auditors Bankers: ABSA Bank Limited Shareholder interest: 100% (PS Reddy) PS Reddy B Theol (58 years) PS Reddy is an entrepreneur with 25 years experience in investments. He specialises in business development and has built up an extensive business network. Schooled as a Minister, he was active in various ministries before moving into commerce. He is the majority shareholder and Managing Director of Siyangena Technologies (Pty) Limited ( Siyangena ) since Siyangena is a technology solutions provider in the security industry focusing on integrated highend security and IT solutions. He is President of Pretoria Golf Club (for the past eight years) and Member of the Pretoria Chamber of Commerce. 47

50 ANNEXURE 8 REVISED LISTING PARTICULARS JASCO ELECTRONICS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 1987/003293/06) Share Code: JSC ISIN: ZAE ( Jasco or the Company ) REVISED LISTING PARTICULARS The definitions and interpretations commencing on page 6 of the circular apply mutatis mutandis to this Revised Listing Particulars. The rights offer circular incorporates this Revised Listing Particulars, prepared on the premise that the rights offer is fully subscribed, and is issued in compliance with the Listings Requirements of the JSE Limited for purposes of providing information to the public with regard to the Company. This Revised Listing Particulars is not an invitation to the public to subscribe for securities. Jasco has an authorised ordinary share capital of no par value shares and redeemable preference shares, of which ordinary shares are in issue, which represents R issued ordinary share capital. The Company has treasury shares in issue. The Revised Listing Particulars have been prepared on the assumption that an amount of R (before expenses) is received in respect of the rights offer. The directors of Jasco, whose names are set out in paragraph 5.4 of the circular, collectively and individually, accept full responsibility for the accuracy of the information contained herein and certify that, to the best of their knowledge and belief, there are no omissions of facts or considerations which would make any statements of fact or opinion contained in this Revised Listing Particulars false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Revised Listing Particulars contain all the information required by law and Listings Requirements. Ernst & Young Inc., whose report is included in the circular, have given and have not, prior to publication, withdrawn their written consent to the inclusion of their reports in the form and context in which they appear. The sponsor, corporate advisor, company secretary and transfer secretaries, whose names are included in the circular, have given and have not, prior to the issue of this document, withdrawn their consents to the inclusion of their names in the capacities stated and, where applicable, to their reports being included in the circular, including this Revised Listing Particulars. Sponsor and corporate advisor Auditors and reporting accountants 48