|Shareholders are hereby advised that the results of the voting at the annual general meeting of the Company held at 08:30, Tuesday, 22 January 2019, at AYO's office, 2nd Floor, Old Warehouse Building, Black River Park, 2 Fir Street, Observatory ("AGM").|
Shareholders are further advised that, as ordinary resolution number 18, relating to the non- binding advisory vote on the remuneration policy of the Company and ordinary resolution number 19 relating to the non-binding advisory vote on the implementation of the remuneration policy, were voted against by 25% or more of the votes exercised by the Company's shareholders present in person or represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company. The manner and timing of such engagement has not as yet been finalised and the Company will issue a further announcement shortly setting out such details.
Changes to the board
Mr S Young and Ms CF Hendricks did not make themselves available for re-election at the AGM and voluntary elected to step off the board ("the Board") and accordingly the requisite resolutions were withdrawn.
Furthermore, the Board wishes to advise that Ms N Gamieldien voluntary elected to step off the Board as the Chief Financial Officer of the Company but will continue in a senior executive role.
Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the Company advises that Mr S Young, Ms CF Hendricks and Ms N Gamieldien were not available for re-election to the Board and are therefore no longer directors to the Board with effect from 22 January 2019.
The Board further advises that with effect from 22 January 2019, Mr H Plaatjes has taken up the role of Chief Executive Officer, Mr IT Bundo has been appointed to the Board of Directors as an executive in the capacity of Chief Financial Officer, Mr AM Salie has been appointed as an executive in the capacity of Chief Investment Officer and Mr I Amod has been appointed as an independent non-executive director.
|Further to the publication on SENS on 12 November 2018 of AYO Technology's summarised reviewed consolidated annual financial results for the year ended 31 August 2018 ("the Announcement"), the company advised that its 2018 integrated annual report, which incorporates the condensed audited consolidated financial statements for the above financial year, together with the full audited consolidated financial statements are available on its website at, respectively, https://ayotsl.com/integrated-reports/ and https://ayotsl.com/wp-content/uploads/2018/12/AYO_AFS_2018.pdf from today, 21 December 2018, and contain no modifications from the results contained in the Announcement.|
Notice of annual general meeting
Shareholders are advised that the company's notice of annual general meeting ("Notice of AGM"), containing the condensed audited consolidated financial statements for the year ended 31 August 2018 has been distributed to shareholders today, 21 December 2018 and accordingly notice is hereby given that the annual general meeting of AYO Technology will be held at AYO Technology's head office on Tuesday, 22 January 2019 at 2nd Floor, Old Warehouse Building, Black River Park, 2 Fir Street, Observatory, 7925 at 08:30, to transact the business as set out in the notice of annual general meeting.
The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at the annual general meeting is Friday, 11 January 2019, with the last day to trade being Tuesday, 8 January 2019.
The Notice of AGM is also available on the company's website at https://ayotsl.com/wp- content/uploads/2018/12/AYO_Annual_Notice_of_AGM_2018_12422_V9_WEB_20181219_SA.pdf.
Broad-Based Black Economic Empowerment Act ("The Act"): Annual compliance report
In accordance with paragraph 16.21(g) and Appendix 1 to Section 11 of the JSE Ltd. Listings Requirements, notice is hereby given that the company's annual compliance report in terms of section 13G(2) of the Act has been published and is available on the company's website at https://ayotsl.com/about-us/bee/bee-compliance/.
|The Company's board of directors ("Board") wishes to advise that Mr Howard Plaatjes has been appointed as an executive director (corporate finance and strategy), Ms Vanessa Govender as an executive director (corporate affairs) and Mr Takudzwa Hove as a non-executive director of the Company with effect from 20 December 2018. Furthermore, the company secretary, Ms Rodanchia Nock, has resigned with effect from 21 December 2018 and will be replaced by Mr Wazeer Moosa on 1 January 2019.|
Mr Plaatjes will also fulfil the role of acting chief executive officer, which was previously performed by Ms Naahied Gamieldien, who continues in her role as chief financial officer.
The board welcomes Mr Plaatjes, Ms Govender, Mr Hove and Mr Moosa and looks forward to their contribution to the Company.
|Further to the initial trading statement released on SENS on 10 September 2018, shareholders are hereby advised that the Group expects to report net profit attributable to owners of the parent for the year ending 31 August 2018, of between R142 million and R162 million, compared to a net profit attributable to owners of the parent of R16.7 million for the year ending 31 August 2017, as per the pre-listing statement issued on 13 December 2017 ("PLS"). The net profit for the financial ended 31 August 2017 included R2.8 million profit attributable to discontinued operations, whereas no earnings from discontinued operations are expected for the current year.|
The Group expects to report basic earnings per share ("EPS") for the year ending 31 August 2018 of between 46.45 and 52.99 cents per share compared to the EPS of 7.86 cents per share reported on for the year ended 31 August 2017, and a decrease of between 80.86% and 78.16% as compared to the EPS forecast for the financial year ending 31 August 2018 of 242.68 cents per share, as per the PLS ("2018 Forecast").
The Group also expects to report headline earnings per share ("HEPS") for the year ending 31 August 2018 of between 47.57 and 54.12 cents per share, compared to HEPS of 5.66 cents per share reported on for the year ended 31 August 2017, and a decrease of between 80.40% and 77.70% as compared to the HEPS forecast of 242.68 cents per share, in terms of the 2018 Forecast.
The decrease in EPS and HEPS compared to the 2018 Forecast is mainly attributable to:
- A contract with a multi-national company was scheduled to commence earlier in the reporting period which was delayed and only commenced in the latter part of the financial year. The contract has gone well since commencement; - preparation work for the implementation of the above contract whereby the Company incurred certain once-off costs;
- acquisitions which were not concluded within the expected timelines and the Company continues to evaluate various value creating transactions; and
- the delay in an acquisition which was subsequently announced on SENS on 11 September 2018, which has revenues in excess of R1 billion, strong cash generation with cash from operations of R75 million and EBITDA of R70 million.
AYO is in the process of finalising its financial results for the year ending 31 August 2018, which is scheduled to be released on or about 8 November 2018.
|In terms of the Listings Requirements of the JSE Limited, the Company is required to publish a trading statement as soon as it becomes aware that the financial results for the financial period to be reported on next will vary by 20% or more than the previously published forecast for the year ended 31 August 2018, as contained in the pre-listing statement issued on 13 December 2017 (?Pre-listing Statement?)(?2018 Forecast?). Accordingly, shareholders are hereby advised that a reasonable degree of certainty exists that for the year ended 31 August 2018:|
*HEPS of the Company will be at least 147.68 cents per share lower or at least 61% lower than the HEPS of 242.68 cents per share reported in the 2018 Forecast; and
*EPS of the Company will be at least 147.68 cents per share lower or at least 61% lower than the EPS of 242.68 cents per share reported in the 2018 Forecast.
A further trading statement will be issued as soon as there is a reasonable degree of certainty as to the likely range within which the Company?s headline earnings per share and earnings per share is expected to be less than the 2018 Forecast. While the results for the year ended 31 August 2018 will be less than the 2018 Forecast, shareholders should note that:
* the SASOL contract was scheduled to commence earlier in the reporting period but was delayed and only commenced in the latter part of the year;
*in preparation for the implementation of the SASOL contract the Company incurred certain once-off costs;
*acquisitions were not concluded within the expected timelines however the Company continues to evaluate various value creating transactions and the market will be advised when transaction are concluded; and
*The HEPS and EPS of the Company will be significantly higher than the prior year HEPS of 5.66 cents per share and EPS of 7.86 cents per share reported in the financial results for the year ended 31 August 2017, as contained in its Pre-listing Statement.
The financial information on which this trading statement is based has not been reviewed and reported on by AYO?s auditor. The financial results for the year ended 31 August 2018 are expected to be published on or about 6 November 2018.
|Shareholders are hereby advised that Mr Kevin Hardy and Mr Siphiwe Nodwele have resigned as executive directors of the company, both with immediate effect.|
Due to the above, Ms Naahied Gamieldien has been appointed as acting chief executive officer with immediate effect. New executives will be appointed in due course and the market advised accordingly.
|Shareholders are hereby advised that the following changes have been made to the board of directors. Since the listing, and over the last few months, the AYO Technology board (?Board?) has engaged with shareholders on strengthening the independence and governance structures of the Board to ensure a stronger representation of independent non-executive directors.|
The board announces that after its engagement with its shareholders, the board has been restructured as follows: Dr Wallace Mgoqi, Messrs. Dennis George and Sello Rasethaba and Ms Rosemary Mosia have been appointed as independent non-executive directors to the board of AYO Technology with immediate effect. Messrs. Khalid Abdulla, Walter Madzonga and Telang Ntsasa and Ms Mbuso Khoza have resigned as members of the board with immediate effect. Mr Salim Young has stepped down as the independent non-executive chairman of the board but remains an independent non-executive director. The board subsequently approved the appointment of Dr Mgoqi as chairman of the board. As part of the changes, Ms Nobulungisa Mbaliseli who was seconded by African Equity Empowerment Investments Ltd. (?AEEI?) and has returned to AEEI and is no longer the company secretary. The announcement of the new company secretary will be made in due course.
|Shareholders are referred to the joint announcement released by AEEI and AYO Technology on Tuesday, 29 May 2018 in terms of which it was announced that AEEI and AYO Technology had entered into a subscription agreement with Kilomax Investments (Pty) Ltd. (?Kilomax?), a wholly-owned subsidiary of AEEI who owns 100% of the issued share capital of Kilomix Investments (Pty) Ltd. (?Kilomix?) and Kilomix, who owns 30% of the issued share capital of BTSA, in terms of which AYO Technology would subscribe for 99% of the issued share capital of Kilomix (?Subscription Agreement?).|
Shareholders are hereby advised that the Subscription Agreement has lapsed and that the parties are engaging with each other to have the agreement reinstated. Shareholders will be advised should the agreement be reinstated.
|Further to the announcement released on SENS on 20 June 2018, AYO invited dissenting shareholders to forward their objections and concerns on the remuneration policy and the implementation thereof to the company secretary in writing by close of business on 4 July 2018. The company wishes to advise that no objections and concerns were received from dissenting shareholders. Notwithstanding that the time period has expired, should any shareholders forward any further objections and concerns regarding the remuneration policy to the company secretary in writing, the remuneration committee will consider such concerns and any changes to the remuneration policy and implementation thereof will be reported on in the next integrated annual report.|
|Further to the announcement released on SENS on 19 June 2018, AYO invites those shareholders who voted against the remuneration policy at the annual general meeting of AYO held on 18 June 2018 (?dissenting shareholders?) to engage with the company as follows:|
Dissenting shareholders are invited to forward their objections and concerns on the remuneration policy and the implementation thereof to the company secretary in writing by close of business on 4 July 2018 where after further engagements may be scheduled to appropriately address legitimate and reasonable objections and concerns raised.
|Shareholders are hereby advised that at the annual general meeting of the Company held at 10h00 on, Monday, 18 June 2018 at AYO Technology?s Head Office at Quay 7, East Pier, Breakwater Boulevard, Victoria - Alfred Waterfront (?AGM?), the majority of ordinary resolutions and all of the special resolutions were passed by the requisite majority of the Company?s shareholders. Shareholders are hereby advised that ordinary resolution number 17 was not passed as it did not obtain the 75% shareholder approval as required.|
|Shareholders are hereby advised that the Company has entered into a long-term strategic partnership agreement with integrated chemical and energy multinational Sasol South Africa Ltd. (?Sasol?) in order for AYO to provide and manage a set of products and services to Sasol (?Sasol Agreement?).|
The salient terms of the Sasol Agreement are as follows:
? AYO Technology will provide and manage Sasol?s entire global network, communications and security services from South Africa;
? AYO Technology, whilst providing services in relation to this managed services contract, will also participate, where relevant, in Sasol?s digital transformation plans and execution;
? AYO Technology through its more than 70% black ownership and 33% black woman ownership will contribute to Sasol?s transformation objectives; and
? the Sasol Agreement is a long-term contract, the value of which cannot be divulged due to confidentiality clauses and competitor sensitive information.
The Sasol agreement is a significant agreement and the first contract finalised in line with the strategy and deliverables set out in the pre-listing statement of the Company issued on 13 December 2017 (?Pre-listing Statement?) and is expected to have a material impact on the revenue and earnings of AYO Technology disclosed in the Pre-listing Statement and the revenue and earnings of AYO Technology when compared to the revenue and earnings disclosed in the interim results for the six months ended 28 February 2018.
Withdrawal of cautionary
Shareholders are referred to the Company?s cautionary announcement released on SENS on 18 April 2018 and are advised that as the detail of the Sasol Agreement has been included in this announcement, caution is no longer required to be exercised by shareholders when dealing in the Company?s securities.
|Notice is hereby given that the annual general meeting of AYO Technology will be held at AYO?s head office at Quay 7, East Pier, Victoria - Alfred Waterfront on Monday, 18 June 2018, at 10h00, to transact the business as set out in the notice of annual general meeting.|
The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at the annual general meeting is Friday, 8 June 2018, with the last day to trade being Tuesday, 5 June 2018.
|Shareholders are referred to the voluntary announcement published on SENS, on 23 April 2018 (?Announcement?). Following the publication of the Announcement, AYO's noted a discrepancy.|
Dr Surv? and Sekunjalo in fact, hold an historical nominal direct interest in AYO equivalent to 0.015% and 0.00038 % of the issued share capital of AYO respectively. Accordingly, point 10 in the Announcement should have noted that Dr. Surv? and Sekunjalo held ?no significant shareholding? in AYO.
Although this is immaterial, AYO wishes to correct same in the interest of transparency to shareholders and the market.
|Shareholders are hereby advised that in accordance with the strategy and certain deliverables set out in the pre-listing statement of the company issued on 13 December 2017, the company has entered into an agreement to provide products and services to a multinational client, which may have a material effect on the price of the company?s securities. Details of the agreement will be announced in due course.|
Accordingly, shareholders are advised to exercise caution when dealing in the company?s securities until a full announcement is made.
|Shareholders are hereby advised that Advocate Dr Ngoako Ramatlhodi has been appointed as an independent non- executive director to the board of AYO Technology with effect 7 March 2018.|
|Shareholders are advised in terms of paragraph 3.78 of the JSE Listings Requirements that the Company has been informed by its audit firm that there has been a change in its network firm from Grant Thornton Cape Inc. to BDO, as a result of the merger of BDO South Africa and Grant Thornton Cape Town. Accordingly, with effect from 1 March 2018, the auditor firm of the Company is now BDO, however the designated audit partner has remained unchanged. The change in audit firm was initiated by the audit firm as a result of the aforementioned merger. |
The audit committee will in due course follow the process detailed in paragraph 3.84(g)(iii) of the JSE Listings Requirements relating to BDO. This process will be completed before the audit firm signs its next audit report. It is important to note, that whilst the designated audit partner has remain unchanged, the audit committee must request and consider the separate information about the receiving audit firm, as the Company is deemed to be appointing BDO for the first time.
|AYO Technology is a broad based black economic empowerment (?B-BBEE?) information and communication technology (?ICT?) group offering numerous end to end solutions to a host of industries. The AYO Technology group was established in 1996 and has evolved over this time through continually adapting to the local and international ICT landscape. The process of adaptation was enabled by acquiring new businesses, partnerships and sourcing innovative technology within its existing portfolio. AYO Technology, through its divisions, subsidiaries and partners provides solutions to both the public and private sector within South Africa and abroad, with its private sector client base comprising mostly blue- chip multinationals. The AYO Technology group maintains strong relationships and holds key value-added reseller or supplier agreements with principles such as Nokia Siemens Networks South Africa (Pty) Ltd., InterSystems Corporation, Cisco Systems, Microsoft Corporation, IBM and Riverbed Technology Inc, which provides the group with continuous access to up to date technology. The AYO Technology group has a strategic relationship with BT Communications Services South Africa (Pty) Ltd. (?BT?).|