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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures
provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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Value Capital Partners (Pty) Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Africa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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10,154,965
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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10,154,965
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,154,965
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 5. |
Interest in Securities of the Issuer
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(a) |
VCP beneficially owns an aggregate of 10,154,965 Shares, constituting 17.9% of the Issuer’s outstanding Shares. The aggregate percentage of the Shares reportedly owned by VCP is based upon 56,638,725 Shares outstanding as of September
30, 2020, which is calculated by deducting (1) 625,200 Shares that were forfeited and cancelled upon Herman Kotze’s resignation on September 30, 2020, as reported on a Form 4 filed by Herman Kotze on October 1, 2020; from (2) 57,118,925
Shares outstanding as of September 7, 2020, as reported in the Issuer’s Form 10-K filed on September 10, 2020.
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(b) |
VCP, as the investment manager of the VCP Managed Funds, may be deemed the beneficial owner of 10,154,965 Shares owned by the VCP Managed Funds. VCP holds sole dispositive and voting power over the Shares held by the VCP Managed Funds.
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(c) |
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by VCP since the filing of the Schedule 13D.
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Date of Transaction
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Transaction Type
(Purchase or Sale)
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Shares
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Price (USD)
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09/22/2020
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Purchase
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20,894
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$
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3.13
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(1)
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09/23/2020
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Purchase
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28,550
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$
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3.14
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(1)
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09/24/2020
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Purchase
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97,342
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$
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3.13
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(1)
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09/25/2020
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Purchase
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139,317
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$
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3.19
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(1)
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09/28/2020
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Purchase
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44,595
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$
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3.20
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(1)
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09/29/2020
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Purchase
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186,437
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$
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3.40
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(1)
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09/30/2020
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Purchase
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78,372
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$
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3.38
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(1)
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10/01/2020
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Purchase
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271,652
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$
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3.47
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(1)
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10/02/2020
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Purchase
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20,909
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$
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3.43
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(1)
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(1) |
The sale was effected in the open market.
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(d) |
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares.
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(e) |
Not applicable.
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Date: October 9, 2020
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Value Capital Partners (Pty) Ltd
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By:
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/s/ Samuel Sithole | ||
Name: Samuel Sithole
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Title: Chief Executive Officer
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