DALE CAPITAL GROUP LIMITEDB.V.I No: 1443428

Substantial Transaction Circular in relation to:

The disposal of 100 per cent of the issued share capital of South African based Dale Capital Holdings SA (Proprietary) Limited to Broad Reach (Pty) Limited and any loan account due to Dale Capital Group Limited by Dale Capital Holdings SA (Proprietary) Limited for a total consideration of USD 2,596,356 which constitutes a substantial transaction under Chapter 13 of the Listing Rules:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

For a full appreciation of this Circular, the document should be read in its entirety. If you are in doubt about the action you should take, you should consult your financial adviser, your investment dealer or any other independent adviser immediately.

This Circular is not an invitation to the public to subscribe for shares in Dale Capital Group Limited. The circular has been prepared for the purpose of complying with the Listing Rules, as issued by the Stock Exchange of Mauritius Ltd, more specifically Chapter 13 of the Listing Rules.

9 December 2013

DISCLAIMER OF THE LISTING EXECUTIVE COMMITTEEAND THE FINANCIAL SERVICES COMMISSION

Neither the Listing Executive Committee (LEC) of the Stock ExchangeOf Mauritius Ltd (SEM), nor the the SEM, nor the Financial Services Commission (FSC)

assume any responsibility for the contents of this document. The LEC, the SEMand the FSC make no representation as to the accuracy or completeness

of any of the statements made or opinions expressed in this documentand expressly disclaim any liability whatsoever for any loss arising from

or in reliance upon the whole or any part thereof.

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1. DECLARATION BY DIRECTORS

The Circular includes particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules Governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The Directors, whose names appear below, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in this Circular and confirms having made all reasonable enquiries that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

The Directors further declare that: After due enquiry by them, there have been no material adverse change in the financial or trading position

of Dale since the interim accounts as at 13 August 2013, being the last interim accounts published by Dale.

In their opinion, the working capital available to DCGL and its subsidiaries is sufficient for the Group’s present requirements, that is, for at least 12 months from the date of issue of this circular.

Norman Theodore Noland ..........................................................

Nigel McGowan ..........................................................

Sanjeeven Ramasawmy .........................................................

DOCUMENTS AVAILABLE FOR INSPECTION

The original Circular will be available for inspection at the office of Fortenberry Corporate Services Limited,2 River Court, St Denis Street, Port-Louis during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of publication of this document up to and including 14 days after publication of notices in the newspaper.

The Following additional documents will be available for inspection;a) Audited Financial Statements of Dale Capital Group for the last two yearsb) Articles of Association of Dale Capital Group Limitedc) Agreement for Sale of DCHSAd) Agreement of transaction by Business Rescuer e) The original copy of this Circular

The last material contract the Group entered into relates to the disposal of shares in Dale Capital Partners (Mauritius) Limited in July 2011, for which a circular was forwarded to shareholders as the transaction was a disclosable one.

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Contents

1. DECLARATION BY DIRECTORS.............................................................................................................2

2. LETTER FROM CHAIRMAN..................................................................................................................4

3. DEFINITIONS......................................................................................................................................6

4. INTRODCUTION..................................................................................................................................7

5. STRATEGIC RATIONALE AND TRANSACTION.......................................................................................7

(A) RATIONALE AND INITIATION OF THE TRANSACTION........................................................................................7DETAILS OF THE TRANSACTION..........................................................................................................................8THE TRANSACTION........................................................................................................................................8EFFECTIVE DATE............................................................................................................................................8THE ACQUIRER.............................................................................................................................................8CONSIDERATION............................................................................................................................................8VALUE OF ASSETS REALISED..............................................................................................................................9.................................................................................................................................................................9EXCESS OVER BOOK VALUE...............................................................................................................................9DETERMINATION OF THE VALUE........................................................................................................................9PARTICULARS OF THE ASSETS BEING DISPOSED.....................................................................................................9IMPACT OF TRANSACTION ON DALE...................................................................................................................9

6. CORPORATE INFORMATION FOR DALE.............................................................................................10

THE COMPANY...........................................................................................................................................10(A) STATEMENT OF DIRECTORS’ INTERESTS...........................................................................................11STATEMENT OF THE INTERESTS OF THE DIRECTORS OF DALE CAPITAL GROUP LIMITED.................................................11(B) SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS..............................................11(C) REMUNERATION AND BENEFITS OF DIRECTORS OF DALE................................................................................11(D) CONTRACT OR ARRANGEMENTS INVOLVING DIRECTORS OF DALE.....................................................................11(E ) CONTRACT OR ARRANGEMENTS INVOLVING DIRECTORS OF DALE.......................................................................11(F) ABRIDGED FINANCIAL INFORMATION ON DALE...........................................................................................12

7. LITIGATION......................................................................................................................................14

8. STATEMENT OF INDEBTEDNESS........................................................................................................14

9. CAPITAL REDUCTION ......................................................................................................................14

10. ACQUISITION OF KINGDOM BANK AFRICA LIMITED AND FUTURE PROSPECTS AND TRANSACTIONS15

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11. CONCLUSION..................................................................................................................................16

2. LETTER FROM CHAIRMAN

Dear Shareholder,

In line with the strategy reported in the past 2 annual reports and via communications in the quarterly reports I confirm that the executive team has continued with the strategy embarked on over the previous three years which was to reduce debt via the sale of assets. Given the huge challenges as a result of illiquidity, the lack of shareholder support to fund investments and operations, together with the challenges of raising new capital, marginal success was achieved towards further debt reduction of all group debt.

The heavy cost of finance and inability to fund cash starved infrastructure and investments resulted in continued reduction in shareholder value. Illiquidity inhibited executives in the implementation of any turnaround plans focused on re-engineering the group strategy back to its historically successful private equity roots which existed prior to the global financial crisis.

The executive team has at all times attempted to keep directors and the majority of shareholders informed about the current and ongoing status of the group.

Illiquidity on the one hand and the worst possible time to sell assets on the other hand, and especially property assets, has created a stressful and difficult environment within which to operate. I am however pleased to report that in spite of all the difficulties expressed in this letter we have continued in our attempts to identify and evaluate investment and acquisition opportunities. Directors have been determined to stabilize the group via sale of assets, elimination of debt and focus on a strategy geared towards re-structuring the group and providing a platform which would be more attractive to new capital raising and thereafter proceed with carefully screened investment opportunities.

The investment focus and strategy provides for two core investment components: Investment in Banks and Financial Services, and A private equity strategy structured via a Protected Cell Company (PCC), investing in niche areas /

market sectors where the group has traditionally been successful prior to the commencement of the global crash in 2008.

The sectors are tabled elsewhere in this circular. (also see proposed structure below)

The board now proposes to finally conclude the restructuring process through the elimination of the last highly geared asset Shelley Point Hotel, in settlement of debt, and acquisition of a majority stake in the Bank Sector which will become an “anchor investment” in the group’s portfolio.These transactions will enable management to give a fresh impetus to the Group’s core strategy and to actively seek out new avenues for development with an agenda of steadily recovering NAV for shareholders as a result of losses during the global recession.

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The inherent risks and required working capital of any new strategy is not the subject of this circular and will be properly addressed early in 2014.

The Board of Directors of Dale Capital Group Limited is recommending the sale of Dale Capital Holdings (SA) Ltd for USD 2,596,356 with an effective date of 1st November 2013.

The Board is also recommending the acquisition of 64.25% of Kingdom Bank Africa Ltd via an issue of 28,000,000 shares in Dale Capital Group at a share price of MUR 3.An Application will be made, to the SEM once approval of the Bank of Botswana is obtained, which is expected to be in January 2014.

The Board of directors has approved the above transactions subject to appropriate shareholder and regulatory approvals. It is to be noted that the directors have obtained the approval of 65 % of Dale Capital Group Limited shareholders to proceed with these transactions.

Shareholders are encouraged to read this entire document, including the risk factors set out in section 10 before deciding how to vote. We recommend the disposal and acquisition.

In conclusion I thank management and staff for loyalty during and extremely difficult 3 year period and encourage shareholders to support management and the group during the recovery cycle.

Thanking you,

Norman Noland

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Dale Listed entity

Kingdom Bank Africa Limited

Information Technolog

Global Food Security

Protected Cell Company (PCC)< to be set up>

Going forward we do see ourselves holding majority stakes in other small African Bank.

Bank and Financial Services Holding

TourismMining Resources

Renewable energy and infrastructure

Leisure Property

Bella Amigo Group

3. DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“Broadreach” or “the Acquirer” Broadreach (Pty) Limited a Company incorporated in the Republic of South Africa carrying registration number 2011/118775/07

“Brotherhood” Brotherhood Holdings Ltd a company established in the British Virgin Islands with registered number 455789;

“Dale” Dale Capital Group Limited, a company incorporated by way of continuation in the British Virgin Islands on 7 November 2007 with registered number 1443428

“Dale Shares” ordinary shares of no par value in the capital of the DCGL;

. “DHCSA” or “Dale Capital Holdings A company incorporated in the Republic of South Africa bearing SA (Pty) Limited registration number 2006/002653/07.

“Disposal” or “the Disposal” the transaction in which DCGL disposes of 201 issued ordinary shares in the capital of DCHSA representing 100% of the total issued share capital for a total consideration of GBP 1,590,891,426 ( USD 2,596,356) payable by the offset of a debt amounting to USD 2,596,356 due by DCGL to Shelley Point Investment Holdings Limited .

“Directors” the directors of the Company as at the date of this document, whose details are set out on page 7 of this document;

“Group” the remaining businesses of DCGL following the Disposal;

“Official Market” the Official List of the SEM;

“Kingdom” Kingdom Bank Africa Limited, a company incorporatedOr “KBAL” in the Republic of Botswana with registered number1996/10864/07;

“SEM” the Stock Exchange of Mauritius Ltd;

“USD” United States Dollars being the currency of the United States of America;

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4. INTRODUCTION

Dale Capital Group Limited has during the course of this current financial year, which ends on 28 February 2014, been involved in attempts to sell highly geared and non-cash generating investments and then to return to its successful private equity strategy prior to the global crash in 2008. Presenting the company as a Private Equity Investment Holding Company, investing in niche sectors of business in Southern Africa.

As a result of the above Dale Group:

i) Has placed its main asset, Shelley Point Hotel Spa and Country Club Limited into Business Rescue. This was necessary to avoid liquidation as a result of illiquidity and expensive levels of debt..

ii) Decided to exit the Les Ecuries Hotel and Beach Club Project in Mauritius.iii) After extensive discussions over 2 years directors have successfully concluded agreement to acquire

a majority stake in Kingdom Bank Africa Limited which will be settled with new shares in DCGL.

Brotherhood is an investment holding company registered in Guernsey, Channel Islands under company number 455789 and having its administered office at Stenham Trustees Limited in Guernsey.  Brotherhood has been involved in raising capital and making private equity investments within the sub-Saharan area since 2000. The company has invested in Zimbabwe, Botswana, and South Africa in the areas of banking, financial services, property, and agriculture (specifically timber estates and timber production).  The issued shares of Brotherhood are held by Aldenham Investments Ltd, as a nominee for the Issachar Trust whose settlor is Nigel Muranganwa Kudzayi Chanakira.

Mr Chanakira is an awarding winning businessman based in Harare, Zimbabwe. Through Brotherhood, he has been very active in corporate activities within SADC involving banking greenfields, mergers and acquisitions, corporate restructuring and managing business entities. Mr Chanakira brings to Dale Capital an extensive global network, deal flow, in-depth experience of conducting business within SADC addition to the Kingdom Bank franchise. He is best known as a founding partner in greenfield banking and financial services franchises in Zimbabwe, Botswana, Malawi and South Africa together with a recovery operation in Zambia. Mr Chanakira has sold off his commercial banking interests to focus exclusively on private equity and offshore banking through Dale Capital

Under the terms of these transactions Dale will reduce its ownership and related risk in Shelley Point to Zero.

5. STRATEGIC RATIONALE AND TRANSACTION

(a) Rationale and initiation of the Transaction

In numerous announcements to shareholders and the public over the last two years directors have continually announced strategic focus to eliminate all debt, re-structure and then conclude a strategic partnership with the majority owners of Kingdom Bank Africa Limited. The partnership/merger is conditional on the sale of Shelley Point Hotel Spa and Country Club given the heavy interest burden on the Hotel and the continued Liquidity pressures arising from the investment.

The intention in this circular is to outline and announce the steps taken in order to formalise the exit of Shelley Point Hotel. The Key benefits of the disposal of the shares will include;

- Reduce the gearing of the Listed Company by USD 2,596,356 and the Group by USD 8,889,518- Conclude commitments for cash resources available to strengthen and fund new ventures

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- Increased focus on core strategy, as considerable attention has been directed to cope with the illiquidity of the group and challenges which have been continued to impact on directors given the group’s current position.

- Allow for a leaner Balance Sheet and increase the chances of capital raising.- Potentially improve the ability of directors to raise further new capital:

o to expunge the remaining lower levels of debt post approval of the transactions documented in the circular,

o To fund group operations.o To adequately further capitalise targeted investments in the pipeline including Kingdom Bank

Africa Limited. Discussions with foreign based investors have proceeded well and directors hope to conclude commitment to invest in the group as soon as the required approvals have been obtained.

It has always been the company’s strategy to align itself with a “Financial Services Partner”. In recent years these partnerships have been via ownership of equity in Trinity Asset Management and AfrAsia Bank. The extreme difficulties which faced the group soon after the commencement of the global recession and the fact that almost all of the group’s investment where in investment cycles which were not as yet income generating resulted in directors having to proceed with the sale of assets in order to reduce debt. This has been a difficult task and the approval of these transactions will to a large extent eliminate the remaining illiquidity challenges faced by directors.

The conclusion of the Kingdom Bank Africa Limited acquisition places the group in a position where it will be speedily able to implement the company’s strategic focus of being a private equity investment holding company investing, primarily, in financial services and selected other niche sectors, where the directors have experience, network and opportunity.

The Dale directors in establishing this strategic relationship with the current majority shareholders of Kingdom Bank are confident that the potential successes of a new common vision will speedily be realised.

Details of the transaction

The Transaction

Dale has agreed to sell 201 ordinary shares having a par value of ZAR 0.01 each held in DCHSA to Broadreach for a total consideration of USD 2,596,356. DCHSA owns 63% of Shelley Point Hotel, Spa and Country Club Limited. After the transaction DCHSA and Shelley Point Hotel ,Spa and Country Club Limited will cease to be step-subsidiaries of Dale.

Effective Date The effective date of the disposal is 1 November 2013. The AcquirerThe acquirer is Broadreach Pty Limited, a company duly incorporated in the Republic of South Africa.

Consideration The total consideration (net of realisation costs) for the sale of 201 shares amount to USD 2,596,356. The consideration will be settled by Broadreach taking over the debt owed by Dale to Shelley Point Investment Holdings Limited.

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Under the terms of the agreement Broadreach shall owe Shelley Point Investment Holdings Limited and take over all liabilities relating to DCHSA and the Hotel. The Hotel assets were valued , accounting for impairment as a going concern at USD 8.5 Million in the last audited accounts of the Group and related Debt stood at USD 6.3 Million.

Value of assets realisedThe value of the assets realised is USD 2,905,186 in the books of Dale Capital Group Limited as at 30 November 2013

Excess over book valueThe consideration to be received represents a deficit of USD 308,830 over the book value.

Determination of the value

The consideration was determined through a negotiated process between Broadreach, Dale and Shelley Point Investment Holdings Limited. The negotiation took into consideration a range of issues including: (i) The recommendations of the Business Rescue Practitioner and his last reports;(ii) Discussions with the senior lenders, bond holders and all creditors of the Shelley Point Hotel Spa and

Country Club (Pty) Ltd; and(iii) The requirement for additional cash inflows into the Hotel given the long term nature of the Hotel Industry

in South Africa.

WarrantiesNo warranties have been made by Dale on performance other than relating to information disclosed

Particulars of the Assets being disposed

Dale Capital Holdings SA (PTY) Ltd

DCHSA is engaged in investment holding and Financials services for the Dale Group in South Africa. It currently holds 63% of Shelley Point Hotel , Spa and Country Club Limited, a 4 star Hotel on the West Coast of South Africa.

The investee company has a contingent liability of ZAR 500,000 (USD 48,962) to Standard Bank of South Africa Limited and R6, 083, 144.32 to Nedbank Limited and has effectively been an investment holding company in the last year.

DCHSA as a group has had the following losses attributed to it in the two preceding Financial years, year 2012, USD 1,392,488 and year ending 2013, USD 5,136,563

Impact of Transaction on Dale

The Disposal of the aforementioned shares will result in a Net loss of USD 308,830 on disposal of and a resulting EPS forecast at USD -0.03at year end 28 February 2014 for Dale and For the Group a net gain USD 1,170,792 and EPS Forecast of USD -0.05.

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Post the Transaction the assets of the Company will reduce by USD 2,905,186 and the Liabilities of the Company by 2,596,356. On a Group position the assets will reduce by USD 8,500,000 and Liabilities by 8,889,518.The impact on NAV for the Group per shares will be USD 0.05 and on the Company it will be USD -0.01.

Costs associated with this transaction are estimated at USD 21,000, consisting of advisory & legal fees of USD 10,500, Printing and Postage fees of USD 3,500, corporate fees of USD 7,000 and SEM fees of MUR 20,000.

6. CORPORATE INFORMATION FOR DALE

The CompanyCurrent Directors Norman Theodore Noland Executive Chairman

Sanjeeven Ramasawmy Non Executive Director Nigel Hampton McGowan Non Executive Director

Appointed wef 01.01.2014 Nigel Chanakira Non Executive DirectorMichael McNaught Non Executive Director

(It is the intention of the new board to pursue appointment of a new CEO and Financial Director by the end of the financial year. (Feb 2014))

Company Secretary Fortenberry Corporate Services Ltd& Registry 2 River Court, St Denis Street

Port-Louis

Registered agent Mossack Fonseca & Co., (B.V.I.) Ltd. Akara Building, 24 de Castro Street Wickhams Cay 1, Road Town Tortola British Virgin Islands

Sponsor and broker Anglo Mauritius Stockbrokers Ltd3rd Floor,Swan Group Centre,10 Intendance Street, Port Louis, Mauritius

Reporting Accountants Crowe Horwath (Mauritius) and Auditors Public Accountants

3rd Floor, Amod Building

19 Poudrière Street

Port Louis,Mauritius

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(a) STATEMENT OF DIRECTORS’ INTERESTS

Statement of the interests of the directors of Dale Capital Group Limited

As at 31 October 2013, being the latest practical date prior to the publication of this document, the holdings of the Directors, and of connected persons’ of a Director (the existence of whom is known or could with reasonable diligence be ascertained by that Director) are as follows:

(a) Holdings of shares

Director Number of shares % of issued share capitalNorman Theodore Noland 1,098,582 4.26Nigel McGowan 45,860 0.18Sanjeeven Ramasawmy 112,566 0.44

(b) SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS

The holdings, direct and indirect that amounted to five per cent, or more of the issued share capital of the Company is as follows:

Shareholder Number of shares % of issued share capital

Wanaka Property Holdings (Mauritius) Limited

3,225,855 12.51

Matalla Pension Fund 2,710,511 10.52Shelley Point Investment Holdings Limited

2,231,873 8.66

Woodlands Global Holdings Limited 3,000,268 11.64Woodlands House Investment Holdings Limited 2,072,722 8.04

(c) Remuneration and benefits of Directors of Dale

The Total emoluments accrued to Directors of Dale by any member of the Group for the year ended 28 February 2013 amounted to USD 105,800.

(d) Contract or arrangements involving directors of Dale

The Total emoluments accruable to Directors of Dale and payable for the year ended 28 February 2014 are estimated at USD 115,000.

(e ) Contract or arrangements involving directors of Dale

There are no services contracts for the directors of Dale and no contract or arrangement subsisting at the date of the Circular in which a director of Dale is materially interested and which is significant in relation to the business of the Group.

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(f) Abridged Financial Information on Dale

STATEMENTS OF FINANCIAL POSITIONTHE GROUP THE COMPANY

UnauditedAug2013

AuditedFeb2013

AuditedFeb2012

UnauditedAug2013

AuditedFeb2013

AuditedFeb2012

USD USD USD USD USD USDASSETSNon-current assets

Property, plant and equipment 8,595,706 9,605,67

7 20,168,631 - -

-

Investment Property - 873,6

00 1,062,400 - -

-

Investments in subsidiary - -

- 2,508,270

2,708,270

9,321,928

Investment in financial assets 1,202,400 1,123,20

0 4,713,877 - -

231,257

9,798,106 11,602,47

7 25,944,908 2,508,270 2,708,2

70 9,55

3,185

Current assets 965,106 1,087,22

2 2,159,783 1,564,430 1,576,6

13 2,62

4,931

10,763,212 12,689,69

9 28,104,691 4,072,700 4,284,8

83 12,178

,116EQUITY AND LIABILITIES

Stated capital 21,818,315 21,818,31

5 21,818,315 21,818,315 21,818,3

15 21,818

,315

Reserves (23,083,576) (22,118,431

) (10,425,832) (20,776,397) (20,446,36

1) (12,638,

705)

Shareholders' interest (1,265,261) (300,1

16) 11,392,483 1,041,918 1,371,9

54 9,17

9,610

Non-controlling interest 1,798,739 1,986,86

1 5,204,546 - -

-

Total equity 533,478 1,686,74

5 16,597,029 1,041,918 1,371,9

54 9,17

9,610

Non-current liabilities - - 8,363,952 -

-

2,132,661

Current liabilities 10,229,734 11,002,95

4 3,143,710 3,030,782 2,912,9

29 86

5,845

10,763,212 12,689,69

9 28,104,691 4,072,700 4,284,8

83 12,178

,116

Net Asset Value per share : 0.05 (

0.01) 0.

49 0.04

0.06

0.39

Number of shares in issue* 23,416,696 23,416,69

6 23,416,696 23,416,696 23,416,6

96 23,416

,696

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STATEMENTS OF COMPREHENSIVE INCOME

THE GROUP THE COMPANYUnauditedAug2013

AuditedFeb2013

AuditedFeb2012

UnauditedAug 2013

AuditedFeb2013

AuditedFeb2012

CONTINUING ACTIVITIES USD USD USD USD USD USD

REVENUE

Investment Income 23,053 54,

766 128,325 - -

-

Turnover 467,061 2,691,60

4 2,443,975 -

2,932 25

0,000

490,114 2,746,37

0 2,572,300 -

2,932 25

0,000

Administrative expenses (136,280) (193,1

50) (623,058

) (29,232) (35,

417) (43

8,236)

Operating expenses (765,738) (2,967,53

2) (3,974,116) (68,068) (120,

518) (1

4,928)

Loss from operations (411,904) (414,3

12) (2,024,874) (97,300) (153,

003) (20

3,164)

Finance costs (268,141) (890,1

66) (1,482,811) (69,019) (122,

673) (73

5,730)

Net loss on investments (437,133) (9,203,98

3) (982,650

) (163,717) (7,531,9

80) (8,770

,933)Loss for the year from continued operations (1,124,094)

(10,508,461) (4,490,335) (330,036)

(7,807,656)

(9,709,827)

Income tax income (3,458) (6,

644) (87,02

6) - -

-

Discontinued Operations - -

(162,771) -

-

-

Loss for the period (1,120,636) (10,515,105

) (4,740,132) (330,036) (7,807,6

56) (9,709

,827)

Other comprehensive income (3,458) (4,395,17

9) (1,275,798) - -

-

Total comprehensive loss for the period (1.183,592)

(14,910,284) (6,015,930) (330,036)

(7,807,656)

(9,709,827)

Loss attributable to:

Shareholders of the parent (932,514) (7,297,42

0) (3,694,670) (330,036) (7,807,6

56) (9,709

,827)

Non-controlling interest (188,122) (3,217,68

5) (1,045,462) - -

-

Total comprehensive loss attributable to:

Shareholders of the parent (995,470) (11,692,599

) (4,970,468) (330,036) (7,807,6

56) (9,709

,827)

Non-controlling interest (188,122) (3,217,68

5) (1,045,462) - -

-

Loss per share continuing and discontinuing operations (0.04)

(0.31)

(0.16) (0.01)

(0.33)

(0.41)

Loss per share continuing operations (0.04)

(0.31)

(0.16) (0.01)

(0.33)

(0.41)

Dividend per share - -

- -

-

-

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(g) Abridged Financial Information on Dale pre & Post Transaction

(h) THE GROUP THE COMPANYPost Transaction-30 Nov 2013

PreTransaction31 Aug 2013

Post Transaction-30 Nov 2013

PreTransaction31 Aug 2013

USD USDNon-Current Assets 1,202,400 9,798,106 804,396 2,508,270

Current Assets 366,930 965,10

6 351,818 1,564,4301,569,330 10,763,212 1,156,214 4,072,700

Share Capital 21,818,315 21,818,315 21,818,315 21,818,315Reserves & NCI (20,985,766) (21,284,837) (21,398,882) (20,776,397)Equity attributable toshareholders 832,549 533,478 419,433 1,041,918

Non-Current Liabilities - - - -Current Liabilities 736,781 10,229,734 736,781 3,030,782

1,569,330 10,763,212 1,156,214 4,072,700

The table above shows the expected impact of the transaction on the balance sheet of the company.

7. LITIGATION

Neither the Company nor any of the Subsidiaries is involved in any governmental, legal or arbitration proceedings and, so far as the Directors are aware, there are no governmental, legal or arbitration proceedings pending or threatened against them, or being brought by the Company or any of the Subsidiaries, during the 12 months preceding the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company except for the proceeding against the Hotel, as detailed below:

(i) Letter of Demand from RMB for ZAR 20 Million

8. STATEMENT OF INDEBTEDNESS

At 31 Aug 2013 Secured Unsecured

Bank Loans - 576,342Bank Overdraft 40,000 -Shareholder Loans 2,729,718 176,529Developer Loan on Hotel

5,731,273 -

The secured loans relate mainly to bonds and pledges over the Hotel Assets. The Group had contingent Liabilities equivalent to USD 50,000 in DCHSA.

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Post Transaction the statement of Indebtedness of the Group is expected to be as follows;

At 31 Aug 2013 Secured Unsecured

Bank Loans - -Bank Overdraft 40,000 -Shareholder Loans 315,260 176,529

9. CAPITAL REDUCTION

After relevant consultations, the Board of Directors of the Company has decided that the Company shall make the following capital reduction.

(i) Reduction of the stated capital of the Company by USD 20,500,000 (“Proposed Capital Reduction”).

The credit arising from the proposed capital reduction of USD 20,500,000, respectively will be used to set off against the accumulated losses of the Company as at 28 February 2014. The Capital Reduction does not involve any reduction in the authorised or issued share capital of the Company, nor does it involve either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid up share capital.

The Capital Reduction will become effective as from 28th February 2014 in the books of Dale Capital Group Limited.

Reason for the Capital Reduction.

It is estimated that at 28 February 2014, the Company will have, on a unconsolidated basis before the capital reduction, accumulated losses of approximately US$21 Million. The Capital Reduction, which has the effect of setting off the accumulated losses of the Company against the credit arising on the Capital Reduction, is designed to ensure that the Company will have a capital structure that would permit the payment of dividends as and when the Board of Directors considers it appropriate in the future. At this stage, there can be no assurance that a dividend will be declared or paid in future even if the Capital Reduction has become effective.

Impact of the Capital Reduction

Implementation of the Capital Reduction will not, of itself, alter the underlying assets, business, operations, management, financial position or the share capital of the Company.

10. RISKS

The Group will continue to be exposed to risks as disclosed in its last annual report. Given the current transaction, these risks will be greatly reduced in South Africa and more focused and dependent on the macro-economic conditions prevalent in Mauritius until such time as the Group concludes its additional acquisitions and spreads its risk further.

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11. ACQUISITION OF KINGDOM BANK AFRICA LIMITED AND FUTURE PROSPECTS AND TRANSACTIONS

The Board and Major Shareholders have approved the acquisition of 64,25 % of Kingdom Bank Africa Limited for a consideration of $ 2.8 Million in quoted shares of Dale and a formal Approval has been made to the Bank of Botswana to Approve the transaction. Although previously announced in January 2013, the transaction has had conditions precedent which included the exit of Shelley Point and clearing of major debt on both sides.This process has taken longer than anticipated and the completion of same has achieved improved Balance Sheet and lower risk. This Kingdom Bank acquisition and exit of Shelley Point is the final step in re-structure prior to the listed entity re-entering and re-activating it’s private equity strategy.

In the first quarter of 2014 the Group will be making an application for a Protected Cell Company to the FSC in which to house investments private equity investment into the Sub-Saharan African region. The transaction pipeline is significant. The Kingdom Bank acquisition will increase the assets of the Group by $ 2.8 Million and Equity of the Company by the same amount.

The directors require shareholder approval and as soon as Bank of Botswana approval has been obtained will proceed to conclude an initial current commitment of new capital of $5m.Approval is sought from Shareholders in order to facilitate and finalize application for the further Issue of shares. An Application will be made, to the SEM once approval of the Bank of Botswana is obtained, which is expected to be in January 2014.

12. CONCLUSION

The directors of Dale Capital Group Limited consider the terms of the transactions to be in the best interests of the shareholders of the company.

By order of the Board

Fortenberry Corporate Services Ltd2 River Court, St Denis Street,Port-Louis, MauritiusCorporate secretary06 December 2013

Copies of the circular are available free of charge at the office of Fortenberry Corporate Services Limited,2 River Court, St Denis Street, Port- Louis, Mauritius.

This circular is issued pursuant to Listing Rule 13.15(b) (i).

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Notice of Special Meeting of Shareholders

Notice is hereby given that a special meeting of Dale Capital Group Limited will be held at the office of Fortenberry Corporate Services Ltd, 2 River Court, St Denis St, Port-Louis, Mauritius at 9 am on Friday 20th December 2013 for the purpose of considering and, if thought fir, passing the following resolutions which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

“The Shareholders hereby approve the Transaction, the terms and conditions of which are set out in theCircular dated 6th December 2013, approved by the Stock Exchange of Mauritius Ltd and duly circularised (the‘Circular’), comprising:1. The sale by Dale Capital Holdings (SA) PTY Limited to Broadreach Pty Limited for GBP 1,590,519 ( USD 2,596,356), with the consideration to be settled by the taking over of Debt due to Shelley Point Investment Holdings Limited of Equivalent amount.

2. Approve the capital reduction of USD 20,500,000

3. In principle Approval for the Acquisition of 64.25% of Kingdom Bank Africa Limited.

The Board of Directors is hereby authorised to execute any agreement and any ancillary documents pertainingto the Transaction and to do all such things and undertake all such acts as may be required to give effect tothe Transaction.In accordance with the provisions of the Articles of Association of the Company, the validity of the present Resolution is moreover conditional upon a simple majority of the votes of the shareholders, being cast in favour.”

Voting and Proxies

A shareholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. For the convenience of registered members of the company, a form of proxy is enclosed and is only to be completed by those shareholders who:

Hold ordinary shares in certificate form

Have dematerialised their ordinary shares through the Central Depository & Settlement Co. Ltd (CDS) or broker and wish to attend the special meeting. Shareholders must instruct the CDS or broker to provide them with the relevant Letter of Representation, or they must provide the CDS or broker with their voting instructions in terms of the relevant custody agreement entered into between then and the CDS or broker.

Proxy forms should be forwarded to reach the Company Secretary at least 48 hours before the time of the meeting (Excluding Saturdays, Sundays and public holidays in Mauritius)

By order of the board

Fortenberry Corporate Services LtdCompany Secretary9th December 2013

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Form of ProxyDale Capital Group LimitedShare code: DCPL.N000

For use only by ordinary shareholders at the special meeting (meeting) of the company to be held at the office of Fortenberry Corporate Services Ltd, 2 River Court, St Denis St, Port-Louis, Mauritius at 9 am on Friday 20th

December 2013 for the following purposes.

I / We (full registered name)Of (full registered address)Being the holder of Ordinary shares (enter number)

Do hereby appoint

1. ______________________________________ or failing him/her

2. ______________________________________ or failing him/her

3. The Chairman of the meeting as my/our proxy to act for me/us at the meeting for the purposes of considering and, if deemed fit, passing, with or without modifications, the resolutions to be proposed at each adjournment thereof, to vote for and/or against the resolutions and/or to abstain from voting for and/or against the resolutions in respect of the shares registered in my/our name in accordance with the following instructions:

Resolutions Number of sharesFor Against Abstain

1. Approve the Sale of Dale Capital Holdings SA (Pty) Ltd2. Approve the Capital Reduction proposed by the Directors3. In Principle Approval for the acquisition of 64.25% of Kingdom

Bank Africa Limited subject to relevant regulatory approvals Signed at ___________________________________ on __________________ 2013

Signature _____________________________________________________________

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Notes to the form of proxy.

1. The form of proxy must only be used by certificated or dematerialised shareholders.2. Shareholders are reminded that the onus is on them to communicate with the CDS or broker3. A shareholder entitled to attend and vote may insert the name of a proxy or the names of an alternative proxy

of the shareholder’s choice. 4. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each share held.

A shareholder’s instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by the shareholder in the appropriate box(es). Failure to comply with this will be deemed to authorise the proxy to vote as he / she deems fit.

5. Documentary evidence establishing the authority of the person singing the form of proxy in a representative capacity must be attached to this form, unless previously recorded by the company or unless this requirement is waived by the Chairman of the meeting.

6. Where there are joint holders of shares, any one holder may sign the form of proxy.7. Forms of proxy must be lodged with or mailed to the Company Secretary to be received no later than 48 hours

before the time of the meeting (Excluding Saturdays, Sundays and public holidays in Mauritius)8. Any alterations or corrections made to this form of proxy, other than the deletion of alternatives, must be

initialled by the signatory/ies.

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