|Shareholders are advised that the Company is in advanced negotiations for the acquisition of 100% of AccTech Systems (Pty) Ltd. and Dynamics Africa Services (Pty) Ltd., details of which will be announced in due course.|
Accordingly, shareholders are advised to exercise caution when dealing in the Company?s securities until a further announcement is made.
|4Sight has released maiden interim results for December 2017, therefore there are no comparatives. Revenue amounted to USD11.9 million. Gross profit was recorded at USD9.4 million, while operating profit amounted to USD2.4 million. Headline earnings per of 0.50 USD cents per share was recorded.|
The Board has agreed a formal dividend pay-out policy of at least 6.6 times cover, being at least 15% of headline earnings of the consolidated group of companies, unless the Board is of the opinion that a lower dividend is to be declared because of the necessity to apply the Group?s cash resources to any planned acquisitions or that it is in the interest of the Group to build up cash reserves for foreseeable unfavourable market or economic conditions. However, no dividend is to be declared for the initial period ended 31 December 2017 due to the current acquisition strategy.
|Shareholders are advised that the GM of 4Sight was held on 23 March 2018 and all the resolutions proposed at the GM were passed by the requisite number of shareholders.|
|Due to the company only being incorporated as a holding company for the group ahead of the listing, the group does not have comparative information and will be reporting its first set of results for the six month period ended 31 December 2017. A profit forecast for the group for the six months ending 31 December 2017 was published in the company?s prospectus dated 21 September 2017 ahead of its listing, which anticipated earnings and headline earnings of USD0.36 cents per share based on 486 867 001 shares (assumed on a fully diluted basis in the prospectus).|
The board advised that the earnings per share and headline earnings per share for the six month period from incorporation to 31 December 2017 are expected to be 41.7% higher at USD0.51 cents based on 360 695 468 weighted average shares in issue.
|The board of directors of 4Sight Holdings is pleased to announce that the Company has entered into an agreement, through its wholly owned subsidiary, Foursight Holdings (Pty) Ltd. with Tigrasmart (Pty) Ltd. (?the vendor?) for the acquisition of 100% of the shares in Curo Health with effect from 1 January 2018. Dr Richard Botha has a beneficial interest in the vendor and is not a related party to 4Sight Holdings. This company will become a subsidiary of 4Sight and will adhere to the provisions of paragraph 10.21 of Schedule 10 of the JSE Listing Requirements.|
The main conditions precedent to the Acquisition are the following:
- a due diligence to be completed by no later than 30 March 2018;
- signing of the agreement by 4Sight Holdings in Mauritius in accordance with Mauritian law, by no later than 30 March 2018; and
- Dr Richard Botha consenting to remain employed by Curo Health for a period of at least two years from 30 March 2018.
|Shareholders are advised of a general meeting to be held in order to approve a new Constitution. The General Meeting will be held at 10h00 on Friday, 23 March 2018 at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius.|
The record date to determine which shareholders are eligible to receive the notice of the General Meeting is Friday, 23 February 2018.
The Last Day to Trade and Record Date in order to be eligible to vote is Tuesday, 13 March 2018 and Friday, 16 March 2018 respectively.
|Shareholders are referred to the announcement released on SENS on 1 February 2018 relating to the acquisition of the entire issued share capital and loan account claims of the Foursight South Africa group with effect from 1 January 2018, which required a fairness opinion in terms of the JSE Listings Requirements.|
Shareholders are advised that a fairness opinion has been prepared by Arbor Capital Sponsors (Pty) Ltd., who have concluded that the terms of the transactions are fair.
As required in terms of paragraph 10.7(b) of the JSE Listings Requirements, the board of 4Sight hereby confirms that it is of the opinion that the transactions are fair insofar as shareholders are concerned, having had regard to the fairness opinion. The fairness opinion will be open for inspection at the registered office of the Company (Level 3, Alexander House, 35 Cybercity, Ebene, 7220, Mauritius) for a period of 28 days from the date of this announcement.
|Shareholders are referred to the announcement relating to the acquisition of the entire issued share capital and loan account claims of the Foursight South Africa group with effect from 1 January 2018 and are advised that the following conditions precedent previously announced have been completed:|
*the approval by the board of directors of 4Sight Holdings by not later than 31 January 2018;
*the conclusion of a satisfactory due diligence process on Foursight South Africa and its underlying subsidiaries, namely Visualitics, Fleek and Casewise by no later than 31 January 2018; and
*approval of the shareholders of Foursight South Africa.
As previously announced, the acquisition is classified as a related party transaction with a categorisation of just over 10% and accordingly a fairness opinion is required in accordance with the JSE Listings Requirements. The fairness opinion must conclude that the transaction is fair, failing which shareholder approval will be required. A further announcement will be made once the fairness opinion has been issued.
|With reference to the announcement published on Monday, 15 January 2018, shareholders are advised that the financial information that was extracted from the Annual Financial Statements were prepared in accordance with the following:|
Entity Basis of preparation Casewise South Africa CC Audited in accordance with International Financial Reporting (since converted to a Standards for Small and Medium-sized Entities for the year ended 28 private company) February 2017. No modification of audit opinion.
Visualtics CC (since The accounting officer performed the duties in relation to Visualitics converted to a private for the year ended 31 December 2016 as required by Section 62 of company) the Close Corporations Act, 1984 (the ?Act?). No audit is required. The financial statements were confirmed as being in agreement with the accounting records, summarised in the manner required by section 58(2)(d) of the Act.
Fleek Consulting Proprietary Independent Reviewer report. Review report confirmed that the Limited annual financial statements for the year ended 28 February 2017 presented a true and fair view in accordance with International Financial Reporting Standards for Small and Medium-sized Entities for the year ended 28 February 2017 and the requirements of the Companies Act, 2008 (Act 71 of 2008)
|Shareholders are referred to the cautionary announcement published on 20 October 2017 and are advised that the Company is finalising the terms relating to the acquisition of Foursight Holdings Ltd., details of which will be announced in due course. Accordingly, shareholders are advised to continue exercising caution when dealing in the Company?s securities.|
|Shareholders are referred to the two announcements relating to the acquisitions of BlueESP Holdings (Pty) Ltd. and AGE Technologies JHB (Pty) Ltd., released on SENS on 20 October 2017 and 23 October 2017 respectively and are advised that the remaining conditions precedent have now been met.|
Accordingly, the acquisitions are now unconditional.
|4Sight Holdings is a public company, newly incorporated in accordance with the laws of the Republic of Mauritius specifically for the listing. 4Sight Holdings was established as a diversified holding company with a core focus on providing decision support technology solutions that enable, inter alia, intelligent pricing and decisions across various industries.|