Exhibit 2.27
TRANSACTION CLOSING DOCUMENT
DATED MAY 31, 2022
Genius Group Ltd (the “Purchaser”), a public company duly organised and operating under the Laws of Singapore under registration number UEN 201541844 C, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton
and
Lilian Magdalena Niemann holding 100% of the Shares in E-Squared Education Enterprises (Pty) Ltd. (the “Seller or ESQ”), a private company duly incorporated and registered in accordance with the relevant Laws of the Republic of South Africa, with registered address at 1 Govan Mbeki Avenue, Medscheme House, Port Elizabeth, Eastern Cape 6001 represented by Lilian Magdalena Niemann.
The Parties agreed as follows:
1. | The transaction is closed as of May 31, 2022 |
2. | At the Closing Date the Seller shall deliver the transaction documents of E-Squared Education Enterprises (Pty) Ltd. in particular: |
i. | New Share certificate with respect to the initial 154 (hundred and fifty-four) Sale Shares, reflecting the name of the Purchaser as the registered holder of the Sale Shares with respect to EE. |
ii. | resolutions passed by the Board of ESQ approving the transfer of the Sale Shares from the Seller to the Purchaser. |
iii. | Share certificate(s) representing the Sale Shares transferred by the Seller to the Purchaser. |
iv. | resolutions of non-profit Affiliates of Squared Education Enterprises (Pty) Ltd. and its Affiliates – reflecting changes in their Boards of Directors. |
v. | balance sheet and financial statements dated May 31, 2022. |
3. | The Seller warrants and represents that the transaction documents stipulated in point 2 of this Closing Document shall be filed to Registration Office of the Companies in Republic of South Africa in purpose to reflect the change of the owner of sold Shares of E-Squared Education Enterprises (Pty) Ltd. within 7 days from the date of Closing i.e. 31 May 2022. |
4. | The price shall be paid and calculated by the Purchaser due to the provision of Section 2 point 2.4 of the Sale Purchased Agreement dated April 19, 2022 in the following way: |
i. | Consideration - Cash Payment of ZAR 10,000,000. |
ii. | The amount of ZAR 6,400,000 is paid as Balance of ZAR 3,600,000 to be paid 6 months from the closing date. |
iii. | Loan Agreement - The Purchaser has paid E-Squared Enterprises Pty Ltd - ZAR 4,000,000 as an intercompany loan after closing date of the Share Purchase Agreement. |
5. | The Parties acknowledge that the Purchased Price has been calculated on the basis of the following documents which constitutes the Annexure to this Transaction Closing Document: |
Annexure
(a) | Balance Sheet - Consolidated - 31 May 2022 (Closing Date) |
(b) | Fund Transfer Confirmation to the seller- ZAR 6,400,000 |
(c) | Fund Transfer Confirmation - ZAR 4,000,000 (Intercompany) |
THIS TRANSACTION CLOSING DOCUMENT has been agreed by the Parties and entered into on the date stated at the beginning of this Document.
/s/ Lilian Magdalena Niemann |
| /s/ Genius Group Limited |
Lilian Magdalena Niemann | | Genius Group Limited |
| | |
| | |
| | represented by Roger James |
| C | N |
1 | E-Squared Education Enterprises (Pty) Ltd (Registration Number 2002/020554/07) Consolidated Management Statements as at 31 May 2022 Statement of Financial Position | |
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
9 | Figures in R | May 2022 |
10 | | |
11 | Assets | |
12 | Non-Current Assets | |
14 | Property, plant and equipment | 122,176 |
15 | Intangible assets | 4,762,569 |
24 | Loan to shareholder | 134,772 |
25 | Loan to related party | 2,247,787 |
30 | | 7,267,304 |
31 | | |
32 | Current Assets | |
44 | Trade and other receivables | 4,400,362 |
45 | Cash and cash equivalents | 4,195,356 |
46 | | 8,595,718 |
47 | | |
50 | Total Assets | 15,863,022 |
51 | | |
52 | Equity and Liabilities | |
53 | Equity | |
54 | Issued capital | 480 |
56 | Retained earnings/ (accumulated loss) | 2,608,167 |
57 | | 2,608,647 |
60 | | |
61 | Non-Current Liabilities | |
62 | Loan from shareholder | 1,000 |
63 | Loan from related party | 6,150,697 |
72 | | 6,151,697 |
73 | | |
74 | Current Liabilities | |
76 | Trade and other payables | 6,436,964 |
78 | Current taxation liability | 71,712 |
89 | Dividend | 500,000 |
90 | Bank overdraft | 94,002 |
91 | | 7,102,678 |
92 | | |
95 | Total Equity and Liabilities | 15,863,022 |
96 | | |
107 | | |
UNITED OVERSEAS BANK LTD | DEBIT ADVICE |
OUTWARD REMITTANCE | ************** |
396 ALEXANDRA ROAD 17-00 | |
SINGAPORE 119954 | |
TEL 68921111 | |
| |
GENIUS GROUP LIMITED | |
8 AMOY STREET | |
SINGAPORE 049950 | |
| |
| 19 MAY, 22 |
WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464
OUR REFERENCE 1OR205181913 D01 | REMSTTP | |||
| | |||
| | |||
BENEFICIARY | BENEFICIARY'S BANK | |||
/080034608 | STANDARD BANK OF SOUTH AFRICA | |||
MRS LILIAN NIEMANN | JOHANNESBURG | |||
SOUTH AFRICA | | |||
| | |||
| PAYING BANK/ORDERING CUSTOMER | |||
| ABSA BANK LIMITED | |||
| SANLAM CTR FLR 26 CORNER JEPPE AND | |||
| VON WEILLIGH ST., JOHANNESBURG 2001 | |||
PAYMENT DETAILS | | |||
Part Payment ESQ Aquisition | | |||
| | |||
| VALUE DATE/REFERENCE | |||
| 23/05/22 FT22050157066406 | |||
| | |||
| | |||
| REMITTANCE AMT | : | | ZAR*******3,200,000.00 |
| | | | @ 15.8765000 |
| | | | USD*********201,555.76 |
| COMMISSION | : | | **************70.85 |
| TELEX | : | | **************14.17 |
CONTRACT NO. : 024578895 | 1OR PC AMT DEBITED | : | | USD*********201,640.78 |
THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS
THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.
UNITED OVERSEAS BANK LTD | DEBIT ADVICE |
OUTWARD REMITTANCE | ************** |
396 ALEXANDRA ROAD 17-00 | |
SINGAPORE 119954 | |
TEL 68921111 | |
| |
GENIUS GROUP LIMITED | |
8 AMOY STREET | |
SINGAPORE 049950 | |
| |
| 19 MAY, 22 |
WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464
OUR REFERENCE 1OR205181920 D01 | REMSTTP | |||
| | |||
| | |||
BENEFICIARY | BENEFICIARY'S BANK | |||
/080034608 | STANDARD BANK OF SOUTH AFRICA | |||
MRS LILIAN NIEMANN | JOHANNESBURG | |||
SOUTH AFRICA | | |||
| | |||
| PAYING BANK/ORDERING CUSTOMER | |||
| ABSA BANK LIMITED | |||
| SANLAM CTR FLR 26 CORNER JEPPE AND | |||
| VON WEILLIGH ST., JOHANNESBURG 2001 | |||
PAYMENT DETAILS | | |||
Part Payment ESQ Aquisition | | |||
| | |||
| VALUE DATE/REFERENCE | |||
| 23/05/22 FT22050157066756 | |||
| | |||
| | |||
| REMITTANCE AMT | : | | ZAR*******3,200,000.00 |
| | | | @ 15.8765000 |
| | | | USD*********201,555.76 |
| COMMISSION | : | | **************70.85 |
| TELEX | : | | **************14.17 |
CONTRACT NO. : 024578895 | 1OR PC AMT DEBITED | : | | USD*********201,640.78 |
THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS
THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.
UNITED OVERSEAS BANK LTD | DEBIT ADVICE |
OUTWARD REMITTANCE | ************** |
396 ALEXANDRA ROAD 17-00 | |
SINGAPORE 119954 | |
TEL 68921111 | |
| |
GENIUS GROUP LIMITED | |
8 AMOY STREET | |
SINGAPORE 049950 | |
| |
| 19 MAY, 22 |
WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464
OUR REFERENCE 1OR205181901 D01 | REMSTTP | |||
| | |||
| | |||
BENEFICIARY | BENEFICIARY'S BANK | |||
/080172636 | STANDARD BANK OF SOUTH AFRICA | |||
E SQUARED EDUCATION ENTERPRISES PTY JOHANNESBURG | JOHANNESBURG | |||
SOUTH AFRICA | | |||
| | |||
| PAYING BANK/ORDERING CUSTOMER | |||
| ABSA BANK LIMITED | |||
| SANLAM CTR FLR 26 CORNER JEPPE AND | |||
| VON WEILLIGH ST., JOHANNESBURG 2001 | |||
PAYMENT DETAILS | | |||
Acquisition of ESQ Loan | | |||
| | |||
| VALUE DATE/REFERENCE | |||
| 23/05/22 FT22050157063872 | |||
| | |||
| | |||
| REMITTANCE AMT | : | | ZAR*******4,000,000.00 |
| | | | @ 15.8765000 |
| | | | USD*********251,944.70 |
| COMMISSION | : | | **************70.85 |
| TELEX | : | | **************14.17 |
CONTRACT NO. : 024578895 | 1OR PC AMT DEBITED | : | | USD*********252,029.72 |
THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS
THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.