African Equity Empowerment Investments Limited (JSE:AEE) announced to spin-off its 49.36% stake in AYO Technology Solutions Limited (JSE:AYO) on January 19, 2023. African Equity's unbundling comprises the distribution of 49.36% of the total issued share capital of AYO, being 169 866 829 ordinary shares, by way of a pro rata distribution in specie, in the ratio of 1 AYO Share for every 2.89 shares in African Equity held on the unbundling record date, and shareholders who transfer or dispose of their shares prior to the last day to trade African Equity shares in order to participate in the unbundling, currently expected to occur on Tuesday, June 27, 2023, will not participate in the unbundling and will not receive the unbundled AYO Shares. If the distribution entitlement ratios in the Unbundling results in fractional entitlements for AEEI Shareholders to the Unbundled AYO Shares, in accordance with the JSE Listings Requirements, such fractional entitlements will be rounded down to the nearest whole number resulting in allocations of whole Unbundled AYO Shares and a cash payment in respect of the fractional entitlements to AEEI Shareholders being credited to AEEI Shareholders? accounts held at their CSDP or broker. The implementation of the unbundling is subject to the fulfilment of customary conditions precedent for transactions of this nature (such as obtaining the requisite regulatory approvals) and other approvals including the TRP having issued a compliance certificate in relation to the Section 112 Disposal in terms of section 119(4) of the Companies Act, the approval thereof by the requisite majority (?Unbundling Resolution?), being 75% of African Equity Shareholders, obtained all such other statutory and regulatory approvals for the Section 112 Disposal, a circular to African Equity Shareholders (?Circular?) incorporating, inter alia, pro forma financial effects of the unbundling, a fairness opinion obtained from an independent expert and a notice to convene a general meeting and the last of which is expected to be obtained, and all conditions precedent consequently fulfilled by Tuesday, June 20, 2023. The transaction is resolved by the board of AEEI.

African Equity's independent board, consisting of Wils Raubenheimer (Chairperson), Bongikhaya Qama and Stephen Nthithe (?Independent Board?), will appoint an independent expert who meets the requirements set out in section 114(2) of the Companies Act (?Independent Expert?) to issue an opinion regarding the Unbundling and to make appropriate recommendations to the Independent Board in the form of a fair and reasonable opinion as contemplated in sections 114(3) of the Companies Act and regulation 110(1) of the Companies Regulations on whether the Unbundling is fair and reasonable to Shareholders. The transaction is expected to complete on July 3, 2023. As of March 31, 2023, as a result of certain delays in the finalisation of the Circular, the Circular will now be distributed to AEEI Shareholders on May 4, 2023. As of June 30, 2023, the transaction is approved by shareholders of African Equity Empowerment Investments Limited. As of July 28, 2023, AEEI announced the Closing Prices as of the AYO Unbundling Record Date of July 28, 2023.

Clyde & Co acted as legal advisor and Vunani Sponsors acted as transaction advisor to African Equity Empowerment.