annual report 2018 - ccp 12j mining fund · including mergers and acquisitions and strategic...

Annual Report 2018

3

Contents Page

Company Profile 4

- Introduction 4

- Corporate Governance 4

- Directors and Investment Committee Members 6

- Management 8

Letter to Shareholders 9

Financial Statements for the Six Months Ended 28 February 2018 11

Notice of Annual General Meeting

Annual General Meeting Proxy Form

4

Company Profile

Introduction

CCP 12J Fund Limited (“CCP 12J” or the “Company”) was originally incorporated as a private company in the

Republic of South Africa under the name CCP Mining Investments Proprietary Limited on 29 August 2017. The

Company changed its name to CCP 12J Fund Proprietary Limited on 12 December 2017 and then converted

to a public company on 24 January 2018. The Company is a Venture Capital Company as defined in section

12J (1) of the Income Tax Act, and is licensed as a Financial Services Provider in terms of section 8 for the

Financial Advisory and Intermediary Services Act No. 37 of 2002 under license number 48868. It has been a

shelf company from its date of incorporation until just prior to the end of the financial year ended 28 February

2018.

No significant business activity occurred during the 6-month period ended 28 February 2018 other than the

equity capital raising completed in February 2018. As such, the annual financial statements only contain

business activities pertaining to the issuing of new shares. All commentary in this annual report should be thus

read taking this into account.

Corporate Governance

CCP 12J is committed to the highest standards of corporate governance. The board of directors supports the

King IV Report on Corporate Governance (“King Code”). However, as mentioned above, CCP 12J has been in

operation for less than 6 months and processes are being implemented to appropriately comply with the

recommendations of the King Code.

Good corporate governance is an integral part of CCP 12J’s business philosophy and will guide the way in

which CCP 12J interacts with all its stakeholders. Accordingly, CCP 12J aims to comply with the provisions

and the spirit of the King Code to the extent that these are practical and appropriate for an unlisted public

company of its nature and size.

CCP 12J is chaired by an independent non-executive director. It does not have a Chief Executive Officer or a

Managing Director.

As at 28 February 2018, the board of CCP 12J comprised three non-executive directors. It is the board’s

objective to nominate an additional 2 independent directors.

When appointing directors, the board will consider its needs in terms of skills, experience, diversity, and size

to ensure board effectiveness. The directors have a duty and responsibility to ensure that the principles set out

in the King Code are observed. The directors have a fiduciary duty to act in good faith, with due diligence and

care and in the best interests of the Company and all stakeholders.

As at 28 February 2018, the company did not have an Audit Committee in place. However, the Company has

subsequent to year-end commenced a process of identifying suitable candidates with the objective of

establishing an audit committee.

The Investment Committee is not a sub-committee of the board, however, all current board members are

members of the committee together with two additional independent members co-opted for their independence

and industry expertise.

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The agenda for the annual general meeting is set by the Company Secretary and communicated to all

shareholders in the notice of the annual general meeting, which accompanies this report.

The Company recognises the importance of its shareholders’ attendance at its annual general meeting.

Explanatory notes setting out the effect of all proposed resolutions accompany the notice of meeting. Adequate

time will be provided by the chairman in the annual general meeting for the discussion of any proposed

resolutions. The conduct of a poll to decide on any proposed resolutions is controlled by the chairman at the

meeting and takes account of the votes of all shareholders, whether present in person or by proxy. A proxy

form is included in the annual report for this purpose.

The Company’s auditor, BDO South Africa Incorporated, will be represented at the annual general meeting to

respond to any questions relevant to the audit of the financial statements.

6

Directors and Investment Committee Members

Name Board Investment

Committee

Description

Michael Sean Golding

BCom BAcc

CA (SA), MBL

Independent

Non-

Executive

Chairman

Member Michael is a Chartered Accountant and holds a Masters

Degree in Business Leadership. He has over 20 years of

experience in corporate and project finance and private equity,

and has held senior positions in Billiton Plc (Head of South

African Corporate Finance), HSBC (Director: Corporate

Finance and Advisory), Actis Plc (Director: Africa Business)

and Imara Holdings Ltd (Executive Director and Head of

Corporate Finance). He left formal employment in 2007 to

establish his own corporate and project finance advisory firm,

where he provides advisory services to companies active in

the energy and mining sectors in Sub Saharan Africa.

Andrew James Naudé

BCom (Hons)

CA (SA)

Non-

executive

Director

Member Andrew is CFO and Strategy Director of DRA. Andrew worked

in the financial services industry for just short of 20 years with

a decade of his experience earned at executive level. Andrew

joined DRA in 2013 and is responsible for development and

oversight of DRA’s financial and commercial activities,

including mergers and acquisitions and strategic investments,

as well as leading the group corporate services functions.

Andrew has been extensively involved in strategic growth

initiatives within DRA’s international business and served as

its interim CEO during 2016. Andrew is a Chartered

Accountant and a member of the Institute of Directors in South

Africa and Australia.

Jean Johannes Nel

B.Acc (Hons)

CA (SA) CFA

AMP, Insead

Non-

Executive

Director

Member Jean obtained his B Acc(Hons) from the University of

Stellenbosch in 1995, and completed articles with Deloitte,

qualifying as a CA (SA) in 1998. In 2003 Jean obtained the

CFA qualification and in 2009, Jean completed the Advanced

Management Programme at Insead. In 1999 Jean joined the

corporate finance division of Investec where he focused on the

resources sector. From 2003 Jean provided corporate finance

services to various JSE and the LSE listed resource

companies and on occasion invested in mining projects.

Jean joined the board of Aquarius Platinum Limited in early

2012 before being appointed CEO, a position he held until

Aquarius was acquired by Sibanye Gold in April 2016.

Thereafter, Jean was CEO of the Platinum Division of Sibanye

Stillwater until he resigned in October 2016.

Jean serves is a non-executive director of Mimosa

Investments Limited, the entity through which Sibanye

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Name Board Investment

Committee

Description

Stillwater holds its 50% interest in the Mimosa mine in

Zimbabwe.

Nigel John Townshend

PrEng, BSc (Hons),

MSAICE, FSAIMM,

CEng, AMI, StructE,

PCPM

Member Nigel graduated from Loughborough University in the UK, with

a degree in civil engineering. In 1982, he founded Worley

Parsons RSA Proprietary Limited (“TWP”) in Johannesburg as

a civil and structural engineering firm. TWP grew to became a

multi-disciplinary firm with a focus on the mining and resource

industry and transformed into an EPCM company

(Engineering, Procurement, Construction, and Management).

TWP was listed on the Johannesburg Securities Exchange in

2007 with a market cap of over R1.7 billion. By 2008 TWP was

the largest EPCM organisation of its kind in Africa and had

diversified with offices in Australia and South America. The

staff compliment had grown to nearly 2,000 employees. In

2010 TWP merged with the construction company Basil Read

Limited and over and above the EPCM core business pursued

turnkey and renewable energy projects. TWP was bought by

Worley Parsons, a global player with over 40 000 employees

in March 2013. Nigel left TWP in November 2013. Nigel is a

member of numerous professional bodies in South Africa, the

United Kingdom and Europe and has presented papers at

numerous conferences and seminars.

Thomas (Tom)

Ignatius Borman

B.Com (Hons)

CA (SA)

Member Tom Graduated with a B.Com (Hons) degree from the

University of Pretoria in 1989 and as a chartered accountant

in 1993, having served articles with PWC. He spent over 11

years with BHP Billiton where he held senior positions in

strategy and business development, served as the CFO of an

Australian listed mining company and was the project manager

for the merger of BHP and Billiton. Tom has also worked in

Kenya, the Netherlands and the UK. Tom resigned from BHP

Billiton in March 2006 to join Warrior Coal Investments, where

he was part of the team which established the Optimum group,

which was listed on the JSE March 2010 and bought by

Glencore in March 2012. Tom was appointed a director of

Univeg SA Holdings in July 2013. Univeg merged with

Greenyard Foods NV, a Euronext listed company in June

2015. Tom is currently a director of Greenyard. Tom was

appointed a director of Aussie Farmers Holding Company in

August 2016. The Aussie Farmers Group is the leading online-

only grocery supplier in Australia.

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Management

Paul Bradley Maxwell

Miller

B.Com (Hons)

AMP, Insead

Managing

Director

CCP

Managers

12J (Pty) Ltd

Paul Miller graduated from University of Natal, Pietermaritzburg

in 1993, with a B.Com (Hons) (cum laude). He spent five years

as a management consultant with what is now Accenture, before

joining the predecessor to Nedbank CIB in 1999. He gained

extensive experience across all areas of investment banking,

principally focussed on mining in South Africa and on the rest of

the continent. He left Nedbank to lead a team that financed,

developed and/or operated two coal mines between 2007 and

2013 before returning to Nedbank CIB. In 2015 Paul completed

the Advanced Management Programme at Insead’s Singapore

Campus. Paul joined CCP 12J in May, 2018.

Michael David Clare

B.Com MBA

Head:

Distribution

CCP

Managers

12J (Pty) Ltd

Mike Clare is an independent distribution specialist who has

been involved in the distribution of S12J funds for over 2 years.

Mike has 25 years’ financial services and management

consulting experience. Corporate experience includes

management positions at Alexander Forbes Investments,

Liberty Life, Stanlib and mCubed Capital.

9

Letter to Shareholders

Building 2, Pinmill Office Park

Strathavon Sandton

2196

Johannesburg

24 July 2018

Dear Shareholders

CCP 12J is just 6 months old. It was incorporated as a private company on 29 August 2017 and converted to

a public company on 24 January 2018.

The Company is registered with the Financial Services Conduct Authority (FSCA) as a Financial Services

Provider (Licence number 48868), and received approval to conduct business as a Venture Capital Company

in terms of Section 12J of the Income Tax Act (Section 12J) on 7th February 2018.

At the same time, a “soft” equity offer was made to the public in order to raise the equity capital required in

order to commence operations. R 44 million was raised from the public and a further amount of some R 11

million was raised from DRA (part of its seed commitment of R 150 million). This was a commendable effort

in a very short time period by a team of specialists from Stockdale Street and DRA’s Concentrate Capital

Partners.

The company continues to build capacity with a permanent full time Managing Director, Paul Miller, being

appointed by CCP Managers 12J (Pty) Limited, our management company, on 1 May 2018. Paul has a unique

combination of strong mining finance skills and operating mining experience. Mike Clare, a seasoned financial

product distribution specialist, has also been contracted to drive the effort to build the distribution channel (and

thus enhance the Company’s ability to raise equity capital) via Independent Financial Advisers and Wealth

Managers.

Considerable effort has gone in to preparing for additional equity capital raisings in August 2018 and February

2019, and into building our pipeline of potential investments.

Our investment strategy remains unchanged from that communicated in the prospectus issued in February

2018 i.e. CCP 12J will pursue mining related equity investment opportunities which meet all of the following

criteria:

the transaction meets the criteria of a Qualifying Investment under section 12J of Income Tax Act;

the DRA Group has a high level of confidence in the underlying project;

the transaction involves a high calibre (bankable) project owner and/or product off-taker;

substantially all other material identified underlying project risks can be significantly mitigated or

transferred;

the investment exit strategy serves both the interests of the project owner and CCP 12J; and

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the Investment Committee has a high level of confidence that an appropriate risk adjusted return could

be earned by the Investors.

Tailings, dump retreatment projects and the expansion of existing high quality mining operations would

typically, but not exclusively, meet the above criteria.

Since launching in late February 2018, our management company has reviewed a total of 35 possible

investments in the Platinum Group Metals, Gold, Chrome and Coal sectors, of which 26 remain active.

Potential individual investment amounts range between R40m and R200m. Formal proposals have been

issued to a number of potential investee companies, and transaction origination and evaluation procedures

continue. We expect our first investment(s) to be presented to the Investment Committee for consideration

before the end of 2018.

We will report regularly to shareholders via email and our website (www.ccp12j.co.za), which we encourage

all of our shareholders to visit.

Yours faithfully

Michael Golding

Chairman

CCP 12J FUND LIMITED

(Registration number: 2017/386112/06)

FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018




CONTENTS PAGE

General information 1

Directors' responsibilities and approval 2

Directors’ report 3 - 6

Independent auditor’s report 7 - 8

Statement of financial position 9

Statement of profit or loss and other comprehensive income 10

Statement of changes in equity 11

Statement of cash flows 12

Notes to the audited financial statements 13 - 24

1



GENERAL INFORMATION

Country of incorporation South Africa Date of incorporation 29 August 2017

The financial statements have been prepared for a six-month period from date of incorporation to year end (28 February 2018)

Nature of business and principal activities Investment in qualifying companies as

defined in Section 12J of the Income Tax Act No. 58 of 1962 (“Income Tax Act”)

Directors MS Golding: Independent Non-Executive

Chairman AJ Naude: Non-Executive Director JJ Nel: Non-Executive Director Registered office 164 Katherine Street Building 2 Pinmill Office Park Strathavon Gauteng 2196 Postal address PO Box 1277 Gallo Manor Woodmead Gauteng 2052 Auditors BDO South Africa Incorporated

Company registration number 2017/386112/06 Level of assurance These financial statements have been

audited in compliance with the applicable requirements of the Companies Act of South Africa No. 71 of 2008 (“Companies Act”)

Preparer The financial statements have been

prepared under the supervision of V Voogt CA(SA)

Issued 13 June 2018

2




DIRECTORS’ RESPONSIBILITY STATEMENT AND APPROVAL OF THE AUDITED FINANCIAL

STATEMENTS

The directors are required in terms of the Companies Act, to maintain adequate accounting records and are

responsible for the content and integrity of the financial statements. It is their responsibility to ensure that the

financial statements fairly present the state of affairs of the company as at the end of the financial year and the

results of its operations and cash flows for the six months then ended, in conformity with International Financial

Reporting Standards (“IFRS”). The external auditors are engaged to express an independent opinion on these

financial statements.

The financial statements set out on pages 9 to 24 have been prepared in accordance with IFRS and are based on

appropriate accounting policies applied and supported by reasonable and prudent judgements and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established

by the company and place considerable importance on maintaining a strong control environment. To enable the

directors to meet these responsibilities, the board of directors sets standards for internal control aimed at reducing

the risk of error or loss in a cost-effective manner. The standards include the proper delegation of responsibilities

within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure

an acceptable level of risk. These controls are monitored throughout the company and all employees are required

to maintain the highest ethical standards in ensuring the company's business is conducted in a manner that in all

reasonable circumstances is above reproach. The focus of risk management in the company is on identifying,

assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be

fully eliminated, the company endeavors to minimise it by ensuring that appropriate infrastructure, controls, systems

and ethical behavior are applied and managed within predetermined procedures and constraints.

The directors are of the opinion, based on the information and explanations given by management, that the system

of internal control provides reasonable assurance that the financial records may be relied on for the preparation of

the financial statements. However, any system of internal financial control can provide only reasonable, and not

absolute, assurance against material misstatement or loss. The directors have reviewed the company's cash flow

forecast for the 12 months from date of approval, in light of this review and the current financial position, they are

satisfied that the company has access to adequate resources to continue in operational existence for the

foreseeable future. The external auditors, BDO South Africa Incorporated, are responsible for independently

auditing and reporting on the company's financial statements for the six months ended 28 February 2018. These

financial statements have been audited by the company's external auditors and their unmodified report is presented

on pages 7 to 8.

The financial statements set out on pages 9 to 24, which have been prepared on the going concern basis, were

approved by the board of directors on 13 June 2018 and were signed on their behalf by:

JJ Nel, Director

3




DIRECTORS’ REPORT

The directors have pleasure in submitting their report on the financial statements of CCP 12J Fund Limited ("the company") for the six months ended 28 February 2018. Incorporation The company was incorporated as a private company on 29 August 2017 and was named CCP Mining Investments Proprietary Limited. The company changed its name to CCP 12J Fund Proprietary Limited on 12 December 2017 and was then converted to a public company on 24 January 2018. The company is a Venture Capital Company as defined in section 12J(1) of the Income Tax Act, and is licensed as a financial services provider in terms of section 8 of the Financial Advisory and Intermediary Services Act No. 37 of 2002 under licence number 48868. Nature of business The company has been established with the sole purpose of being a venture capital company in accordance with section 12J of the Income Tax Act. It is registered with the South African Revenue Services under registration number VCC - 0097. The company operates in South Africa. Review of financial results and activities The financial statements have been prepared in accordance with IFRS and the requirements of the Companies Act of South Africa. The company received its VCC license from the South African Revenue Services on 7 February 2018 and issued its first prospectus on 6 February 2018. The fund manager is actively seeking opportunities to deploy the company's capital. A number of investment opportunities are being reviewed and there is an attractive pipeline of investment opportunities. Full details of the financial position, results of operations and cash flows of the company are set out in these financial statements. Fund management agreement On 29 January 2018, the company entered into an agreement with CCP Managers 12J Proprietary Limited ("the manager") to act as sole and exclusive manager of the business. In terms of the agreement, the manager will manage and supervise the day to day operations of the company, subject to the relevant provisions of the Memorandum of Incorporation of the company, the Companies Act, the Income Tax Act and the requirements of any relevant and applicable regulatory or statutory authority and all reasonable restraints and directives imposed by the board.

4

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018

DIRECTORS’ REPORT (CONTINUED) Fund management agreement (continued) With effect from 1 March 2018, the manager will earn an annual management fee of 2% (excluding VAT) calculated on the value of the Public Offer Shares (as set out in the last audited valuation) or the issue price of the Public Offer Shares (as specified in the most recent prospectus issued by the company), whichever is higher and the company issued 100 "A" Ordinary Shares and 100 "B" Ordinary Shares to the Manager. The effective date of the agreement is 1 September 2017 and shall, unless terminated in accordance with its terms, endure until the day immediately before the company is liquidated or deregistered, as the case may be. Audit committee The company effectively only started operating in February 2018 when it completed its first equity raise. As at 28 February 2018, the company did not have an audit committee in place However, the company has subsequent to year-end commenced a process of identifying suitable candidates and establishing an audit committee. Share capital The company was incorporated with an authorised share capital as follows: Authorised 1 000 000 "01" Ordinary Individual Shares at no par value 1 000 000 "02" Ordinary Trust Shares at no par value 1 000 000 "03" Ordinary Corporate Shares at no par value 1 000 000 "04" Ordinary Seed Investor Shares at no par value 100 "A" Ordinary Shares at no par value 100 "B" Ordinary Shares at no par value 1 000 000 Unclassified Shares During the 2018 financial year, 3 713 "01" Ordinary Individual Shares, 682 "03" Ordinary Corporate Shares and 1 092 "04" Ordinary Seed Investor Shares were issued at R10,000 each. Also, during the current financial year 100 A Ordinary Shares and 100 B Ordinary shares of R100 each were issued to CCP Managers 12J Proprietary Limited, in terms of the fund management agreement. Refer to Note 6 of the financial statements for details of the movement in issued share capital.

5

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 DIRECTORS’ REPORT (CONTINUED) Directorate The directors in office at the date of this report are as follows:

Directors Nationality Appointment date Resignation date MS Golding: Independent Non-Executive Chairman South African 22 November 2017 - AJ Naude: Non-Executive Director South African 22 November 2017 - JJ Nel: Non-Executive Director South African 22 November 2017 - KB Amoils South African 29 August 2017 22 November 2017 SF Ausmeier South African 29 August 2017 22 November 2017 HL von Maltitz South African 29 August 2017 22 November 2017 SPT Giga South African 29 August 2017 22 November 2017

Directors' interests in shares As at 28 February 2018, the directors of the company held direct and indirect beneficial interest in 2.16% of its issued ordinary shares, as set out below. Direct and indirect shareholding of directors 2018 % of effective

economic rights % effective voting rights

AJ Naude "04" Seed Investor Shares - INDIRECT 1,25% 0,63% "A" Ordinary Shares - INDIRECT 0,00% 0,56% "B" Ordinary Shares - INDIRECT 0,00% 0,84%

1,25% 2,03%

JJ Nel "01" Investor Shares - DIRECT 0,91% 0,46% "A" Ordinary Shares - INDIRECT 0,00% 2,21% "B" Ordinary Shares - INDIRECT 0,00% 3,34%

0,91% 6,01%

6




DIRECTORS’ REPORT (CONTINUED)

Going concern

The directors believe that the company has adequate financial resources to continue in operation for

the foreseeable future and accordingly the financial statements have been prepared on a going

concern basis. The directors have satisfied themselves that the company is in a sound financial position

and is able to meet its foreseeable cash requirements.

The directors are not aware of any material changes that may adversely impact the company.

The directors are also not aware of any material non-compliance with statutory or regulatory

requirements or of any pending changes to legislation which may affect the company.

Liquidity and solvency

The directors have performed, and satisfied, the required liquidity and solvency tests required by the

Companies Act of South Africa during the period under review.

Auditors

BDO South Africa Incorporated has been appointed as the company’s independent auditors for 2018.

At the AGM, the shareholders will be requested to reappoint BDO South Africa Incorporated as the

independent external auditors of the company and to confirm Danie Botha as the designated lead audit

partner for the 2019 financial year.

Events after the reporting date

The directors are not aware of any material events which occurred after the reporting date and up to

the date of this report that would require adjustments to the financial statements.

9



STATEMENT OF FINANCIAL POSITION AT 28 FEBRUARY 2018

Notes 2018

R

Assets

Non-current assets

Deferred tax asset 3 211 228

Current assets 55 022 602

Trade and other receivables 4 11 070 000

Cash and cash equivalents 5 43 952 602

Total assets 55 233 830

Equity and liabilities

Share capital and reserves

Stated capital 6 54 747 611

Accumulated loss (967 988)

53 779 623

Current liabilities

Trade payables 7 1 454 207

Total equity and liabilities 55 233 830

10

CCP 12J FUND LIMITED (Registration number: 2017/386112/06)

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018

Notes 2018

R

Interest received 101

Operating expenses 8 (1 123 944)

Loss before tax (1 123 843)

Taxation 9 155 855

Loss after tax (967 988)

Other comprehensive income -

Total comprehensive income (967 988)

11

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018

Notes Stated capital

Accumulated loss

Total

R R R

Issue of shares 6 54 890 000 - 54 890 000

Share issue expenses (142 389) - (142 389)

Loss for the six months - (967 988) (967 988)

Balance at 28 February 2018 54 747 611 (967 988) 53 779 623

12

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) STATEMENT OF CASH FLOWS FOR THE FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018

Notes 2018 R Cash flows from operating activities Cash utilised in operations 10 (10 739 737) Interest income 101

Net cashflow from operating activities (10 739 636) Cash flows from financing activities Proceeds from share issue 6 54 890 000 Capital raising costs paid (197 762)

Net cash utilised by financing activities 54 692 238 Net increase in cash and cash equivalents 43 952 602 Cash and cash equivalents at the beginning of the period -

Cash and cash equivalents at end of year 5 43 952 602

13

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018

1. GENERAL INFORMATION The company is a registered Venture Capital Company as defined in section 12J of the Income Tax Act. The primary investment objective of the company is to secure and manage a portfolio of mining related equity investments that comply with the terms of section 12J of the Income Tax Act. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of these financial statements are set out below. (a) Basis of preparation The financial statements of the company have been prepared on the going concern basis in accordance with, and in compliance with, International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretations Committee interpretations issued and effective at the time of preparing these financial statements and the Companies Act of South Africa. The financial statements have been prepared on the historical cost basis, unless otherwise stated in the accounting policies. These financial statements are presented in South African Rand, which is the company's functional currency. (b) Application of new and revised International Financial Reporting Standards In the current period, the company has applied all of the new and revised Standards and Interpretations issued by the International Accounting Standards Boards (“IASB”) and the International Financial Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning after 29 August 2017 (date of incorporation).

New and revised IFRSs in issue but not yet effective As at 28 February 2018, the following standards and interpretations had been issued but were not mandatory for annual periods ending 28 February 2018: IFRS 9 Financial Instruments – New standard that replaces IAS 39 comprising guidance on

classification, measurement, impairment, hedge accounting and derecognition of financial instruments (effective 1 January 2018).

The directors anticipate that these standards will be applied on their effective dates in future periods. The directors are in the process of investigating the potential impact of the application of those amendments.

14

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Significant judgements In preparing the financial statements, management is required to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts presented in the financial statements and related disclosures. Use of available information, historical experience and the application of judgement are inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected. There were no areas of significant judgement in the current period. (d) Key sources of estimation uncertainty Taxation Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will realise in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the company to realise the net deferred tax assets recorded at the end of the reporting period could be impacted. (e) Financial instruments Financial assets and financial liabilities are recognised on the company’s statement of financial position when the company becomes a party to the contractual provisions of the instrument. Financial Assets All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus the transaction costs, except those financial assets classified as at fair value through profit or loss (“FVTPL”) which are initially measured at fair value.

15

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 7. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Financial instruments (continued) Loans and receivables Trade receivables, cash and cash equivalents, loans and other receivables including loans receivable from related entities that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Cash and cash equivalents include cash at bank, demand deposits, and short-term investments with original maturities of three months or less. Impairment of financial assets

Financial assets, are measured for indicators of impairment at each reporting date. Financial assets are

impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been adversely affected.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. Trade payables Accounts payable are measured at fair value net of transaction costs. Subsequently they are measured at amortised cost using the effective interest method, with interest expense recognised on the basis of the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition. Financial liabilities are derecognised when they are discharged, cancelled or when they expire.

16


(Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f) Stated capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received. The costs directly attributable to the issuing of equity instruments are accounted for as a deduction from equity, net of any related income tax benefit. (g) Taxation Current tax assets and liabilities Current tax for the current period is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current period exceeds the amount due for the period, then the excess is recognised as an asset. Current tax assets and liabilities for the current period is measured at the amount expected to be recovered from or paid to the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period in which the liability is settled or the asset realised, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. (h) Interest income Interest is recognised, in profit or loss, using the effective interest method.

17 CCP 12J FUND LIMITED (Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 3. DEFERRED TAX ASSET

2018 R Opening balance - Tax losses available for future use charged to profit or loss 155 855 Tax losses available for future use charged to equity 55 373

Closing balance 211 228

The deferred tax asset is raised on the tax loss for the period. 4. TRADE AND OTHER RECEIVABLES

2018 R At cost Receivable for share subscription 11 070 000

The receivable relates mainly to the subscription by the seed investor, DRA Group Holdings Proprietary Limited (“DRA”). The quantum of DRA’s share subscription could only be determined at year-end and the share certificates were therefor issued and held in escrow until settlement, which occurred shortly after year-end.

5. CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following balances with original maturities of three months or less:

2018 R Bank balances 20 102 Short term deposits 43 932 500

43 952 602

6. STATED CAPITAL

2018 Authorised R "01" Ordinary Individual Shares at no par value 1 000 000 "02" Ordinary Trust Shares at no par value 1 000 000 "03" Ordinary Corporate Shares at no par value 1 000 000 "04" Ordinary Seed Investor Shares at no par value 1 000 000 "A" Ordinary Shares at no par value 100 "B" Ordinary Shares at no par value 100 Unclassified Shares 1 000 000

5 000 200

18

CCP 12J FUND LIMITED (Registration number: 2017/386112/06) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED)

6. STATED CAPITAL (CONTINUED) 2018 Reconciliation of shares issued R 3 713 "01" Ordinary Individual Shares issued at R10 000 a share 37 130 000 682 "03" Ordinary Corporate Shares issued at R10 000 a share 6 820 000 1 092 "04" Ordinary Seed Investor Shares issued at R10 000 a share 10 920 000 100 Class A shares issued at R100 a share 10 000 100 Class B shares issued at R100 a share 10 000 Capital raising fees written off against equity (142 389)

54 747 611

Rights attached to "01" Ordinary Individual Shares: The holders of each "01" Ordinary Individual Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including: - The right to be entered in the securities register as the registered holder of such "01" Ordinary

Individual Share; - The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy,

on any matter to be considered at any meeting of the shareholders and "01" Ordinary Individual Shareholders (as the case may be), on the basis that each "01" Ordinary Individual Share shall confer one vote on the holder thereof at any such meeting. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "01" Ordinary Individual Shares in a separate meeting of the "01" Ordinary Individual Shareholders;

- The right to receive distributions as provided for in the MOI; - The rights in respect of the "01" Ordinary Individual Shares are always subject to the rights in

respect of any specific future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders.

19

CCP 12J FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 6. SHARE CAPITAL (CONTINUED)

Rights attached to "02" Ordinary Trust Shares: The holders of each "02" Ordinary Trust Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including:

- The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy, on any matter to be considered at any meeting of the shareholders and "02" Ordinary Trust Shareholders (as the case may be), on the basis that each "02" Ordinary Trust Share shall confer one vote on the holder thereof at any such meeting. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "02" Ordinary Trust Shares in a separate meeting of the "02" Ordinary Trust Shareholders;

- The right to receive distributions as provided for in the MOI; - The rights in respect of the "02" Ordinary Trust Shares are always subject to the rights in respect

of any specific future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders.

Rights attached to "03" Ordinary Corporate Shares: The holders of each "03" Ordinary Corporate Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including: - The right to be entered in the securities register as the registered holder of such "03" Ordinary

Corporate Share; - The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy, on

any matter to be considered at any meeting of the shareholders and "03" Ordinary Corporate Shareholders (as the case may be), on the basis that each "03" Ordinary Corporate Share shall confer one vote on the holder thereof at any such meeting. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "03" Ordinary Corporate Shares in a separate meeting of the "03" Ordinary Corporate Shareholders;

- The right to receive distributions as provided for in the MOI; - The rights in respect of the "03" Ordinary Corporate Shares are always subject to the rights in

respect of any specific future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders.

20 CCP 12J FUND LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 6. SHARE CAPITAL (CONTINUED) Rights attached to "04" Ordinary Seed Investor Shares: The holders of each "04" Ordinary Seed Investor Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including:

- The right to be entered in the securities register as the registered holder of such "04" Ordinary Seed Investor Share;

- The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy, on any matter to be considered at any meeting of the shareholders and "04" Ordinary Seed Investor Shareholders (as the case may be), on the basis that each "04" Ordinary Seed Investor Share shall confer one vote on the holder thereof at any such meeting. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "04" Ordinary Seed Investor Shares in a separate meeting of the "04" Ordinary Seed Investor Shareholders;

- The right to receive a special quarterly dividend; - The right to receive distributions as provided for in the MOI; and - The rights in respect of the "04" Ordinary Seed Investor Shares are always subject to the rights in respect

of any specific future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders.

Rights attached to A Ordinary Shares: The holders of each "A" Ordinary Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including: - The right to be entered in the securities register as the registered holder of such "A" Ordinary Share; - The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy, on any matter

to be considered at any meeting of the shareholders and "A" Ordinary Shareholders (as the case may be), on the basis that each "A" Ordinary Share shall collectively confer on the holder thereof 19,9% of the total votes exercisable in respect of all Shares (in the company's entire issued share capital) from time to time. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "A" Ordinary Shares in a separate meeting of the "A" Ordinary Shareholders;

- The right to receive distributions as provided for in the MOI; - The rights in respect of the "A" Ordinary Shares are always subject to the rights in respect of any specific

future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders; and

- The right to be entered in the securities register as the registered holder of such "A" Ordinary Share.

21

CCP 12J FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED)

6. SHARE CAPITAL (CONTINUED)

Rights attached to B Ordinary Shares: The holders of each "B" Ordinary Share shall have the rights and privileges associated therewith in terms of the Act and the company's Memorandum of Incorporation including: - The right to be entered in the securities register as the registered holder of such "B" Ordinary

Share; - The right to receive notice of, attend, participate in, speak at and vote, in person or by proxy, on

any matter to be considered at any meeting of the shareholders and "B" Ordinary Shareholders (as the case may be), on the basis that each "B" Ordinary Share shall collectively confer on the holder thereof 30.1% of the total votes exercisable in respect of all Shares (in the company's entire issued share capital) from time to time. It is recorded that voting on a particular matter may only be by means of a poll and the right to vote by a show of hands is expressly excluded;

- The right to vote on any proposal to amend the preferences, rights, limitations and other terms attaching to "B" Ordinary Shares in a separate meeting of the "B" Ordinary Shareholders;

- The right, on winding-up of the company, to receive a distribution equal to R1 per "B" Ordinary Share;

- The rights in respect of the "B" Ordinary Shares are always subject to the rights in respect of any specific future shares (being Unclassified Shares which have subsequently been classified by the board and issued. It is specifically recorded that the rights of such specific future shares shall entitle the holders thereof to payment of specific dividends or distributions (e.g. relating to specific Qualifying Companies) to the exclusion of one or more of the other shareholders.

7. TRADE AND OTHER PAYABLES 2018 R Expense accruals 1 321 707 Over-subscription 132 500

1 454 207

The over-subscription was repaid subsequent to year-end.

8. OPERATING EXPENSES 2018 R Administration fee - Venture Capital Management Services 136 800 Legal fees 747 966 Marketing 94 510 Insurance 75 265 FSB fees and compliance fees 12 403 Corporate finance expenditure 57 000

1 123 944

22 CCP 12J FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED)

9. TAXATION

2018 R SA Normal taxation - Deferred taxation 155 855

155 855

Tax rate reconciliation: Loss before tax 1 123 843 Tax at statutory rate (28%) 314 676 Adjusted for: Non-deductible expenses (158 821)

Effective tax charge per profit or loss 155 855

10. CASH USED IN OPERATIONS

2018 R Loss before tax (1 123 843) Adjustments for: Interest received (101) Changes in working capital: (9 615 793)

Trade and other receivables (11 070 000) Trade and other payables 1 454 207

Cash utilised in operations (10 739 737)

11. DIRECTORS EMOLUMENTS None of the directors received any remuneration during the six months ended 28 February 2018. 12. RELATED PARTIES Relationships CCP Managers 12J Proprietary Limited holds 19,9% of voting rights attached to the 100 "A" Ordinary Shares and 30,1% voting rights attached to the 100 "B" Ordinary Shares it holds in the company. Directors of the company MS Golding: Independent Non-Executive Chairman AJ Naude: Non-Executive Director JJ Nel: Non-Executive Director 2018 Directors beneficial and voting rights

% of effective economic rights

% effective voting rights

AJ Naude "04" Seed Investor Shares - INDIRECT 1,25% 0,63% "A" Ordinary Shares - INDIRECT 0,00% 0,56% "B" Ordinary Shares - INDIRECT 0,00% 0,84%

1,25% 2,03%

JJ Nel "01" Investor Shares - DIRECT 0,91% 0,46% "A" Ordinary Shares - INDIRECT 0,00% 2,21% "B" Ordinary Shares - INDIRECT 0,00% 3,34%

0,91% 6,01%

23

CCP 12J FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED) 13. FINANCIAL RISK MANAGEMENT 13.1.1 CAPITAL RISK MANAGEMENT The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the company consists of cash and cash equivalents disclosed in Note 5 and equity as disclosed in the statement of financial position. 13.1.2 FINANCIAL RISK MANAGEMENT The company's activities expose it to a variety of financial risks including credit risk and liquidity risk. The company's overall risk management programme focuses on unpredictability of financial markets and seeks to minimise potential adverse effects on the company's financial performance. Liquidity risk The company's risk to liquidity is a result of the funds available to cover future commitments and that the company will not be able to meet its financial obligations as they fall due. The company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its obligations when due, under both normal and stressed conditions. The company manages liquidity risk through an ongoing review of future commitments. The board of directors further monitors liquidity risk by forecasting future cash inflows and outflows and reviewing actual cash flows. The liquidity risk is minimal as there are no borrowings. Interest rate risk The company has significant cash resources and invests these with banks at the most competitive interest rates. As a result of the timing of inflows the interest rate risk at year-end was not significant. Credit risk Credit risk consists mainly of cash deposits, cash equivalents and trade and other receivables. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the company. The company only deals with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The company’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties as deemed appropriate by the board. Categories of financial instruments 2018

Financial Assets R Loans and receivables Trade and other receivables 11 070 000 Cash and cash equivalents 43 952 602

55 022 602

Financial Liabilities

Financial liabilities at amortised cost Trade and other payables 1 454 207

24

CCP 12J FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2018 (CONTINUED)

14. COMPARATIVE FIGURES No comparative figures have been presented as this is the company’s first set of financial statements. 15. GOING CONCERN The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company is in a sound financial position and is able to meet its foreseeable cash requirements. The directors are not aware of any material changes that may adversely impact the company. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the company. 16. EVENTS AFTER THE REPORTING PERIOD The directors are not aware of any significant matter or circumstance arising since the end of the financial year, not otherwise dealt with in this report or the financial statements, which significantly affect the financial position of the company or the results of its operations to the date of this report.

CCP 12J FUND LIMITED Incorporated in the Republic of South Africa Registration number 2017/386112/06

FSP Number: 48868 (“CCP 12J” or "the Company")

NOTICE OF THE ANNUAL GENERAL MEETING

Included in this document are the following:

The Notice and Agenda of the Annual General Meeting (“AGM”) setting out the resolutions to be

proposed at the meeting, together with explanatory notes.

A form of proxy for completion, signature and submission by the shareholder wishing to appoint a

proxy to represent it at the AGM.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the inaugural AGM of the shareholders of all the share classes of CCP 12J

Fund Limited (“the Company”) will be held at Diamond Boardroom, Building B, 3 Inyanga Close,

Sunninghill, 2157 on Wednesday, 15 August 2018 at 14:00, to consider and, if deemed fit, pass, with or

without modification, the ordinary and special resolutions set out below and to deal with such other

business as may be lawfully dealt with at the meeting.

IMPORTANT INFORMATION REGARDING ATTENDANCE AT THE AGM

IDENTIFICATION Kindly note that before a participant (shareholders or proxies) may attend or participate in the AGM, that person must present

reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of the

person to participate in and vote at the AGM, either as a shareholder (or shareholder’s representative), or as a proxy for a

shareholder, has been reasonably verified. Forms of identification include a valid identity document, driver’s licence or

passport.

RECORD DATES, VOTING AND PROXIES The board has determined, in accordance with sections 59(1)(a) and (b) of the Companies Act, that:

The record date for the purposes of receiving notice of the AGM (being the date on which a shareholder must be registered

in the Company’s register of shareholders in order to receive notice of the AGM), shall be the close of business on Monday,

16 July 2018 (Notice Record Date).

The record date for the purposes of participating in and voting at the AGM (being the date to determine which shareholders

may participate in and vote at the AGM) shall be the close of business on Friday, 10 August 2018, (Voting Record Date).

Any shareholder which is registered as a shareholder as on the Voting Record Date –

may attend the AGM in person; or

alternatively, may appoint one or more natural persons as proxies to represent them at the AGM.

A proxy need not be a shareholder of the Company.

Any appointment of a proxy may be affected using the attached proxy form.

In order to be effective, letters of representation and proxies should be delivered in accordance with the instructions

contained in the attached proxy form.

ELECTRONIC PARTICIPATION Shareholders or their proxies may, at their own expense and using their own facilities, participate in the AGM by way of

telephone conference call and, if they wish to do so must contact the company secretary (by e-mail to the Company

Secretary, Elise Waldeck, [email protected] by no later than 10h00 on Friday, 10 August 2018 to obtain a pin

number and dial-in details for that conference call.

A quorum for purposes of considering the resolutions to be proposed at the meeting shall consist of (i) three shareholders of the company personally present or represented by proxy and entitled to vote at the meeting, and (ii) 25% of all voting rights entitled to be exercised by shareholders.

Agenda 1. Presentation of financial statements (non-voting agenda point)

The annual audited financial statements of the Company for the period ended 28 February 2018, including the independent auditor’s report and the report by the directors are hereby presented to the Shareholders of all the share classes for noting.

2. Ordinary resolution number 1 – Election of directors To elect by way of separate resolutions, the following directors who were appointed on 22 November 2017. The directors as follows: 2.1 Michael Sean Golding 2.2 Andrew James Naude 2.3 Jean Johannes Nel To elect by way of separate resolutions the following additional nominees to the board, with effect from 15 August 2018: 2.4 Riza Moosa 2.5 Deepa Vallabh Abridged curriculum vitae of the new nominees to the board and/or the non-executive directors proposed to be appointed to the Audit Committee are set out in Annexure 1 to this notice. The reason for proposing ordinary resolutions 1.1 to 1.5 is that section 68 of the Company’s Act contemplates that directors must be elected by the persons entitled to exercise voting rights. In order for ordinary resolutions 1.1 to 1.5 to be approved, it must be supported by more than 50% of the voting rights exercised.

3. Ordinary resolution number 2 – Election of Audit Committee Members To resolve by way of separate resolutions, to elect the following independent non-executive directors as members of the Company’s Audit Committee. 2.1 Andrew James Naude 2.2 Riza Moosa 2.3 Deepa Vallabh The Board is satisfied that the proposed members meet the provisions of section 94(4) of the Companies Act, 2008 and that they possess the required qualifications and experience as prescribed in Regulation 42 of the Companies Regulations, 2011 and therefore recommends their nomination.

Explanatory Note: Ordinary resolution numbers 2.1 to 2.3 are proposed to elect the members of the Audit Committee in accordance with the requirements of the Companies Act. In order for ordinary resolutions 2.1 to 2.3 to be approved, it must be supported by more than 50% of the voting rights exercised.

4. Ordinary resolution number 3 – Appointment of external auditors

To approve the appointment of BDO South Africa Inc as the independent external auditors of the

company until the conclusion of the next AGM. It being noted that Daniel Botha is the registered

individual who will undertake the audit.

Explanatory Note: The reason for proposing ordinary resolution number 3 is that the Company’s

independent external auditors must be re-appointed at each AGM, in compliance with section 90 of

the Companies Act. The Audit Committee and the Board have evaluated the performance of BDO

South Africa Inc and have recommended their re-appointment as independent external auditors.

In order for ordinary resolution 3 to be approved, it must be supported by more than 50% of the

voting rights exercised.

5. Special resolution number 1 – Approval of Non-Executive Directors’ Remuneration and

Audit & Risk Committee Members’ Remuneration

To approve the remuneration of the independent directors for their services as directors of the

Company in terms of sections 66(8) and (9) of the Companies Act, 2008 with effect from the date of

this AGM until the next AGM, as set out below:

2018/2019

1.1 Board Chairman R50 000 pa

1.2 Director R100 000 pa

1.3 Audit & Risk Committee Member R50 000 pa

The amounts above are accumulative, each role attracting the fee listed

Jean Johannes Nel and Michael Sean Golding have entered into consulting agreements with CCP

Managers 12J (Pty) Ltd in the event that their services are requested. Michael Sean Golding has

also entered into an agreement to serve on the CCP 12J Investment Committee. Jean Johannes

Nel and Andrew James Naude have agreed to serve on the board and its committees without

remuneration.

Explanatory Note: The reason for the Special Resolution Number 1 is to seek authorisation from

the shareholders to approve the remuneration payable by the Company to the non-executive

directors for their services as non-executive directors of the Company as required in sections 66(8)

and (9) of the Companies Act, 2008.

In order for special resolution number 1 to be approved, it must be supported by more than 60% of

the voting rights exercised.

6. Special resolution number 2 – Authority to issue shares for cash pursuant to Section 41(1)

of the Companies Act, 2008

To authorise the Board to exercise all the powers of the Company to allot and issue shares for cash,

without prejudice and in addition to the authority of the Board and to the extent required in terms of

section 41(1) of the Companies Act, 2008, “01” Ordinary Individual Shares, subject to their rights

attached as set out in Schedule 1 of the Company’s MOI, “02” Ordinary Trust Shares, subject to

their rights attached in Schedule 2 of the Company’s MOI, “03” Ordinary Corporate Shares, subject

to their rights as set out in Schedule 3 of the Company’s MOI and “04” Ordinary Seed Investor

Shares, subject to their rights as set out in Schedule 4 of the Company’s MOI from time to time to

directors, future directors, prescribed officers, future prescribed officers, persons related or inter-

related to the Company, or a director or a prescribed officer of the Company and/or a nominee of

any of he aforementioned persons, for the purpose of affording such persons (as Ordinary

Shareholders) an opportunity to participate in subscribing for Shares from time to time for a period

expiring 12 months after the date on which this Special Resolution Number 2 is passed.

Explanatory Note: The reason for the Special Resolution Number 2 is for Ordinary Shareholders

to grant the Board the necessary authority to issue the following shares for cash, “01” Ordinary

Individual Shares, “02” Ordinary Trust Shares, “03” Ordinary Corporate Shares and “04” Ordinary

Seed Investor Shares from time to time to the class of persons contemplated in section 41(1) of the

Companies Act (which includes directors, future directors, prescribed officers, future prescribed

officers, persons related or inter-related to the Company, or a director or a prescribed officer of the

Company and/or a nominee of any of the aforementioned persons) in and during the period expiring

12 months after the date on which Special Resolution Number 2 is passed. Absent the authorisation

contemplated in terms of Special Resolution Number 2, the Company shall not be authorised to

issue Shares to such persons.

In order for special resolution 2 to be approved, it must be supported by more than 60% of the voting

rights exercised.

7. Special resolution number 3: Authority to issue the following shares for cash pursuant to

Section 41(3) of the Companies Act, 2008: “01” Ordinary individual shares, “02” Ordinary

Trust shares, “03” Ordinary Corporate Shares, and “04” Ordinary Seed Investor Shares

To authorise the Board to exercise all the powers of the Company to allot and issue shares, without

prejudice and in addition to the authority of the Board and to the extent required in terms of section

41 (3) Companies Act, 2008, “01” Ordinary Individual Shares, subject to their rights attached as set

out in Schedule 1 of the Company’s MOI, “02” Ordinary Trust Shares, subject to their rights attached

as set out in Schedule 2 of the Company’s MOI, “03” Ordinary Corporate Shares, subject to their

rights attached as set out in Schedule 3 of the Company’s MOI and “04” Ordinary Seed Investor

Shares, subject to their rights attached as set out in Schedule 4 of the Company’s MOI, from time to

time, up to the maximum number of authorised but unissued “01” Ordinary Individual Shares, “02”

Ordinary Trust Shares, “03” Ordinary Corporate Shares and “04” Ordinary Seed Investor Shares

under the MOI of the Company, at a subscription price to be determined by the Board based on

market conditions at the relevant time, for a period expiring 12 months after the date on which Special

Resolution Number 3 is passed.”

Explanatory note: The reason for the Special Resolution Number 3 is for Ordinary Shareholders

to grant the Board the necessary authority to issue “01” Ordinary Individual Shares, “02” Ordinary

Trust Shares, “03” Ordinary Corporate Shares and “04” Ordinary Seed Investor Shares from time to

time (whether pursuant to private placement(s) and/or public offer(s)) in and during the period

expiring 12 months after the date on which this Special Resolution Number 3 is passed and, to the

extent required, to approve the issues in terms of a special resolution in terms of section 41(3) of the

Companies Act, 2008.


rights exercised.

8. Special Resolution number 4: Amendments to the MOI

To amend the Company’s MOI in terms of section 16(1)(c) of the Companies Act, 2008, by deleting

the words “at least” and replacing it with the words “more than” in line 2 of clause 5.9.2 thereof.

Explanatory Note: The reason for the Special Resolution Number 4 is for Ordinary Shareholders

to amend the Company’s MOI to ensure that there is at all times a margin of at least 10 percentage

points between the highest established requirement for approval of ordinary resolutions on any

matter, and the lowest established requirements for approval of a special resolution on any matter.


rights exercised.

9. Special Resolution number 5 – General authority to provide financial assistance to related

or inter-related companies in terms of Section 44

To authorise the board of directors, to the extent required by and subject to sections 44 of the

Companies Act and the company’s MOI, to provide financial assistance by way of a loan, guarantee,

the provision of security or otherwise to any person for the purpose of, or in connection with, the

subscription of any option, or any securities, issued or to be issued by the company or a related or

inter-related company, or for the purchase of any securities of the company or a related or inter-

related company. This special resolution shall remain valid for the maximum period permissible

under the Companies Act.

Explanatory Note: The purpose of this Special Resolution number 5 is to grant the board authority

to authorise the company to provide financial assistance by way of a loan, guarantee, the provision

of security or otherwise to any person for the purpose of, or in connection with, the subscription of

any option, or any securities, issued or to be issued by the company or a related or inter-related

company, or for the purchase of any securities of the company or a related or inter-related company.


rights exercised.

10. Special Resolution number 6 – General authority to provide financial assistance to a

director or prescribed officer of the company related or inter-related companies in terms of

Section 45

To authorise the board of directors, to the extent required by and subject to sections 45 of the

Companies Act and the company’s MOI, to provide direct or indirect financial assistance to a director

or prescribed officer of the company or of a related or inter-related company, or to a related or inter-

related company or corporation or to a member of a related or inter-related corporation, or to a

person related to any such company, corporation, director, prescribed officer or member. This

special resolution shall remain valid for the maximum period permissible under the Companies Act.

Explanatory Note: The purpose of this Special Resolution number 6 is to grant the board authority

to authorise the company to provide direct or indirect financial assistance to a director or prescribed

officer of the company or of a related or inter-related company, or to a related or inter-related

company or corporation or to a member of a related or inter-related corporation, or to a person

related to any such company, corporation, director, prescribed officer or member.


rights exercised.

11. Ordinary Resolution number 4: Authority to implement resolutions

To resolve that any one director of the Company is authorised to do all such things and to sign all

such documents as are necessary to give effect to the ordinary resolutions and special resolutions

referred to above.

In order for ordinary resolution number 5 to be approved, it must be supported by more than 50% of

the voting rights exercised.

12. Matters to be raised by the shareholders.

By order of the board

Michael Sean Golding

Chairman

24 July 2018

Annexure 1: Abbreviated Curriculum Vitae

1 Riza Moosa

Riza is a banking and finance lawyer. He advises and leads on high-end complex domestic and international

banking and finance transactions. He leads large multi-disciplinary teams in complicated debt restructuring,

work out, business rescue and refinancing transactions. He has acted for a number of development financiers

on a range of finance transactions and understands development finance well. He is very experienced in

preference share funding, both in acquisition transactions and as a general investment product. Riza is an

expert on Islamic finance where he has advised local and foreign banks in establishing Islamic finance

products and investments. He has also lead the first proposed bank sukuk for Additional Tier 1 capital in

South Africa. Riza previously headed up the banking and finance practice at Norton Rose Fulbright South

Africa.

Riza has co-founded RM Partners Inc a Level 1 BEE law firm specializing in providing legal, tax and

transaction advisory services. RM Partners also develops alternative tax and structured products for clients

and partner with clients to bring these products to market.

He has BA, LLB and LLM degrees from 3 South African universities. He has also attended an executive

program course on law firm management at Harvard Law School. Riza has for several years been recognized

as a leading lawyer in the major international ranking publications, including Chambers Global, IFLR1000,

Legal500 and Who's Who Legal (Banking and Aviation) in the area of banking and finance.

2 Deepa Vallabh

Deepa Vallabh is a Director of Cliffe Dekker Hofmeyr’s Corporate and Commercial practice and is Head:

Cross-Border M&A: Africa & Asia. Deepa specialises in a number of legal areas, including mergers and

acquisitions (both domestic and cross-border), corporate reorganisations and restructurings with a particular

focus on cross-border M&A into Africa. Deepa began her career at Werksmans Attorneys. In 2003 she was

appointed by Clover Industries Ltd as the Head of Legal. In 2005 Deepa became a Partner at Webber Wentzel

where she practised until 2015. During her time at Webber Wentzel, she was a member of the firm's

management board and also served on various other management committees. She subsequently joined

Cliffe Dekker Hofmeyr as a Director in 2015. Deepa is a non-executive director on the board of JCDecaux

SA (Pty) Ltd. Deepa has B.Sc, LLB and LLM degrees from the University of the Witwatersrand.

3 Andrew Naude

Andrew is CFO and Strategy Director of DRA. Andrew worked in the financial services industry for just short

of 20 years with a decade of his experience earned at executive level. Andrew joined DRA in 2013 and is

responsible for development and oversight of DRA’s financial and commercial activities, including mergers

and acquisitions and strategic investments, as well as leading the group corporate services functions. Andrew

has been extensively involved in strategic growth initiatives within DRA’s international business and served

as its interim CEO during 2016. Andrew is a Chartered Accountant and a member of the Institute of Directors

in South Africa and Australia.


FSP Number: 48868 (“CCP 12J” or "the Company")

PROXY FORM FOR ANNUAL GENERAL MEETING

This proxy form is for use by holders of any securities as reflected from time to time in the securities

register of the Company.

I/We _________________________________________________________ being a shareholder in

CCP 12J Fund Limited, do hereby appoint _____________________________________ or failing

him/her _______________________________ or failing him/her, the chairperson of the meeting as

my/our proxy to vote or abstain from voting on my/our behalf at the annual general meeting of the

Company to be held at Diamond Boardroom, Building B, 3 Inyanga Close, Sunninghill, 2157 on

wedensday, 15 August 2018 at 14:00 and at any adjournment thereof as follows:

In favour Against Abstain

1. Ordinary resolution 1: Election of directors

1.1 Election of Michael Sean Golding

1.2 Election of Andrew James Naude

1.3 Election of Jean Johannes Nel

1.4 Election of Riza Moosa

1.5 Election of Deepa Vallabh

2. Ordinary resolution 2: Election of Audit Committee

2.1 Election of Andrew James Naude as Audit Committee member

2.2 Election of Riza Moosa as Audit Committee member

2.3 Election of Deepa Vallabh as Audit Committee member

3. Ordinary resolution 3: Appointment of BDO as external auditors

4. Special resolution 1: Approval of non-executive directors’ remuneration

5. Special resolution 2: Issue of shares for cash – Section 41(1)

6. Special resolution 3: Issue of shares for cash – Section 41(3)

7. Special resolution 4: Amendments to the MOI

8. Special resolution 5: Financial Assistance – Section 44

9. Special resolution 6: Financial Assistance – Section 45

10. Ordinary resolution 4: Authority to implement resolutions

Indicate instruction to proxy by way of a cross in space provided above. Except as instructed above or if

no instructions are inserted above, my/our proxy may vote as he/she thinks fit.

Each shareholder entitled to attend and vote at the meeting may appoint one or more proxies (who need

not be a shareholder of the Company) to attend, speak and vote in his/her stead.

Signed this ___________ day of _________________________ 2018

_________________________

Signature

SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE COMPANIES

ACT 71 OF 2008 (“Companies Act”)

In terms of section 58 of the Companies Act, read with the Company’s memorandum of

incorporation –

a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies

Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate

in, and speak and vote at the meeting on behalf of such shareholder;

a shareholder may appoint two or more persons concurrently as proxies, and may appoint more than

one proxy to exercise voting rights attached to different securities held by the shareholder;

a proxy may delegate his authority to act on behalf of the shareholder to another person, subject to

any restriction set out in the instrument appointing the proxy;

the appointment of a proxy is suspended at any time and to the extent that the shareholder chooses

to act directly and in person in the exercise of any such shareholder’s rights as a shareholder;

the appointment of a proxy is revocable unless the proxy appointment expressly states otherwise;

if the appointment of a proxy is revocable, the shareholder may revoke the proxy appointment by (i)

cancelling it in writing or making a later inconsistent appointment of a proxy; and (ii) delivering a copy

of the revocation instrument to the proxy and to the Company. The revocation of the proxy appointment

constitutes a complete and final cancellation of the proxy's authority to act on behalf of the shareholder

as of the later of (i) the date stated in the revocation instrument, if any, and (ii) the date on which the

revocation instrument was delivered to the proxy and to the Company;

a proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without

direction, except to the extent that the instrument appointing the proxy provides otherwise; and

unless revoked, the appointment of a proxy in terms of this proxy form remains valid until the end of

the meeting, even if the meeting or a part thereof is postponed or adjourned.

NOTES TO THE FORM OF PROXY

1 A shareholder may insert the names of a proxy or the names of two alternative proxies of the

shareholder’s choice in the space provided, with or without deleting “the chairman of the annual

general meeting”, but any such deletion must be initialled by the shareholder. The person whose

name appears first on this form of proxy and which has not been deleted shall be entitled to act as

proxy to the exclusion of those names following.

2 A shareholder is entitled to one vote on a show of hands or, on a poll, one vote in respect of each

ordinary share held. A shareholder’s instructions to the proxy must be indicated by either (i) inserting

the relevant number of votes exercisable by the shareholder in the appropriate box or (ii) marking a

cross in the appropriate box, in which case all of the votes held by the relevant shareholder shall be

deemed to have been exercised in respect that instruction. Failure to comply with this will be deemed

to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she

deems fit in respect of all the shareholder’s votes.

3 A vote given in terms of an instrument of proxy shall be counted in relation to the annual general

meeting, notwithstanding the death, insanity or other legal disability of the person granting it or the

transfer of the ordinary shares in respect of which the proxy is given, unless an intimation as to any

of the aforementioned matters has been received by the company secretary or by the chairman of

the annual general meeting before the commencement of the annual general meeting.

4 The revocation of a proxy appointment shall be effective as of the later of (i) the date stated in the

revocation instrument, if any, and (ii) the date on which the revocation instrument was delivered to

the proxy and to the Company.

5 If a shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or

against any resolution or to abstain from voting, or gives contradictory instructions, or should any

further resolution(s) or any amendment(s) which may properly be put before the annual general

meeting, be proposed, the proxy shall be entitled to vote as he/she thinks fit.

6 The authority of a person signing a proxy in a representative capacity must be attached to this form

of proxy unless waived by the chairman of the annual general meeting.

7 A minor or any other person under legal incapacity must be assisted by his/her parent or guardian

as applicable, unless the relevant documents establishing capacity are produced or have been

registered with the company secretary.

8 Where there are joint holders of ordinary shares:

any one holder may sign the form of proxy; and

the vote(s) of the senior shareholders (for that purpose seniority will be determined by the order

in which the names of ordinary shareholders appear in the Company’s register) who tender a

vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other

joint shareholder(s).

9 It is recommended that proxies and letters of representation be emailed to the company secretary,

Elise Waldeck, [email protected] by no later than 10:00 on Friday, 10 August 2018. This

proxy form must, in any event, be delivered to the Company, or to the chairperson of the meeting,

before the proxy exercises any rights of the shareholder at the meeting.

10 Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must

be initialled by the signatory/ies.

11 The completion and lodging of this form of proxy shall not preclude the relevant shareholder from

attending the annual general meeting and speaking and voting in person thereat to the exclusion of

any proxy appointed in terms hereof.

12 The chairman of the annual general meeting may reject or accept a form of proxy that is completed,

other that in accordance with these instructions and notes, provided that the chairman is satisfied as

to the manner in which a shareholder wishes to vote.

13 Subject to the restrictions set out in this form of proxy, a proxy may delegate the proxy’s authority to

act on behalf of a shareholder to another person.


FSP Number: 48868

annual report 2018 - ccp 12j mining fund · including mergers and acquisitions and strategic...

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