Wrap Text
Changes to the Board of Directors – Board Restructure
PEMBURY LIFESTYLE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2013/205899/06)
Share code: PEM ISIN: ZAE000222949
(“Pembury” or “the Company”)
CHANGES TO THE BOARD OF DIRECTORS – BOARD RESTRUCTURE
Shareholders are advised that a further amended demand was received by the Company on 3 August
2021 from:
- Mr A McLachlan (being the controlling shareholder of Pembury and former Chief Executive
Officer);
- Mr LM Brits (former director);
- Mr C Hechter (former director);
- Dr B Eigenhuis; and
- Kopf Electronics,
collectively referred to hereafter as “Proposers” for the proposed removal of three independent
non-executive directors (Ms M Krastanov, Ms M Mthembu and Ms N Mntungwa) and an executive
director (Mr S Nielson) from the board of directors of Pembury (“Board”).
In the interests of the Company and to save the costs of calling a general meeting, these directors
agreed to step down from the Board. Ms N Mntungwa has, as set out in the SENS announcement
dated 3 August 2021, already resigned from the Board. In addition, Mr B Sibiya, a non-executive
director, and Mr G Nxiweni, an independent non-executive director, also elected to tender their
resignations with effect from 25 August 2021 as a result of an increased risk of board instability as
well as following the rejection of an offer made to Mr A McLachlan, as negotiated during June and
July 2021, to acquire certain of his shares ahead of a plan for BMFI, the second largest shareholder,
to consider the injection of further funding into Pembury. As part of these negotiations, BMFI
required that Mr A McLachlan did not call a general meeting again to change the Board.
Accordingly, the current Board agreed to rather conduct a sensible restructure of the Board and to
consider the four board nominations originally submitted by the Proposers, one of which was
withdrawn and replaced by another nomination.
In considering Board nominations, the Company was also required to consider nomination from
Verityhurst Proprietary Limited (“Verityhurst”), which subscription agreement and loan funding
provided the right to nominate two directors to the Board. Three nominations were received from
Verityhurst, of which two were approved.
In addition, the Board noted that with the imminent resignations of existing Board members, the
nominees did not include a Chartered Accountant, which is deemed necessary for the Audit and Risk
Committee. Accordingly, a Chartered Accountant, who has already had listed company experience
and has attended the Directors’ Induction Program of the JSE Limited (“JSE”) was approached.
In considering the various nominations, the Board had to consider its diversity policy, the needs of
the Company and the composition of the various committees in line with the Companies Act (Act.
71 of 2008) as amended, the King Code of Corporate Governance and the JSE Listings
Requirements.
The outgoing Board has accordingly approved the appointment of five new non-executive directors,
which the outgoing Board fully believes will address most of the requirements. The new Board
members have diverse skills and experience and the outgoing Board believes that the majority of the
new appointments will be considered independent, despite some of the directors being nominated
by stakeholders.
The Financial Director will remain on the Board.
Accordingly, in compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are
hereby notified of the following changes to the Board.
Resignations
The following directors have resigned as directors of the Company with effect from 25 August
2021:
- Mr Bhekokuhle Sibiya, as a non-executive director;
- Mr Sheldon Nielson, as an executive director, although he will remain employed by Pembury;
- Ms Mumsy Mthembu, as an independent non-executive director; and
- Mr Gugu Nxiweni, as an independent non-executive director and Chairperson of the Audit and
Risk Committee.
Ms Michelle Krastanov, an independent non-executive director and the chairperson of the Board,
will facilitate a meeting of the newly restructured Board, which is expected to take place within the
next 10 days, following which she will resign from the Board. The date of her resignation will be
announced in due course.
The Board would like to sincerely thank the outgoing directors for their service to the Board and the
Company, and in particular the non-executive directors who spent many days and evenings working
on the turnaround of the Company, improving the internal controls and reporting, visiting the
schools, meeting with landlords and creditors, with a high level of commitment and passion far
beyond what is normally expected of a non-executive director. We wish them all the best in their
future endeavours.
Appointments
The following directors have been nominated by the Proposers and appointed as independent non-
executive directors of the Company with effect from 25 August 2021:
- Mr Bernhard Eigenhuis (Bernhard)
Bernhard, a chartered chemical engineer, is currently the director of Safety, Operational Risk
and Health, Safety, Security & Environment (“HSSE”) at BP Fuels SA. He has chaired and
presented as guest speaker at the Oil in Gas Conference on PSM in Aberdeen, Scotland, as well
as at the University of Johannesburg and Cape Town and at various Chemical and Allied
Industry workshops.
Bernhard holds a Masters in Business Administration (“MBA”) from the University of Southern
Queensland, Australia, a Masters in Environmental Management (cum laude), a Masters of
Engineering and two Doctoral degrees.
In addition, Bernhard currently fulfills the roles of Safety and Integrity Committee Member /
Adviser to the SAPREF Refinery in Durban, Chairperson of the HSSE Workstream at the SA
Petroleum Industry Association and Alternate Director on the board of ECM Markets SA
Proprietary Limited.
Bernhard will need to attend the JSE Directors’ Induction Program. His experience was
considered appropriate, particularly around Health and Safety, a key requirement of the schools.
- Mr Lourens Brits (Lou)
Lou, who has a B.A. degree from the University of South Africa (“UNISA”), has vast
experience in project management, property development and the administration of low-cost
and affordable housing. He served as the Managing Director of the Elite Group Proprietary
Limited for several years, after which he joined Solum Property Development, a property
development company.
Lou previously served as the independent Chairman of Pembury, prior to resigning in 2019, and
has already attended the JSE Directors’ Induction Program. His reappointment to the Board was
considered value-additive due to his existing knowledge of Pembury from the time of its listing
and his property knowledge.
The following directors have been nominated by Verityhurst and appointed as independent non-
executive directors of the Company with effect from 25 August 2021:
- Professor Mazwe Majola (Prof Majola)
Prof Majola is the associate professor of Leadership and Management at South Valley
University. In addition to having completed the Executive Development Program at Manchester
University, he holds several degrees, including a Master of Business Administration from
Preston University, a Master of Philosophy from the University of Pretoria, a Master of
Commerce from the University of KwaZulu-Natal, and a Doctor of Philosophy from Newburgh
Seminary.
Prof Majola has over 30 years of leadership and management experience. He is the Founder and
Executive Chairman of the Worldwide Institute of Leadership and Development, the Founder
and Chief Executive Officer of Umnotho Wamazwe Consulting Proprietary Limited, a 100%
black owned company with a Level 1 Black Economic Empowerment Status and was the
Executive Director for Transformation policy at BUSA.
Prof Majola has an extensive consultation and facilitation experience. He is currently lecturing
modules on Strategic Leadership at the Henley Business School. He was also involved with the
University of Pretoria and the Gordon Institute of Business Science (GIBS), facilitating or
lecturing Leadership, Management, and Strategy. He has also lectured a Strategy module for the
University of Witwatersrand’s MAP program. He has been involved with the University of
Pretoria’s RMDP and RLDP programs for the last 7 years, lecturing a Leadership module for
middle and senior managers.
He has been involved with UNISA’s executive coaching program for the past 8 years where he
has coached a number of executives, managers and academics. He is also one of UNISA’s
external markers for their Masters and PhD students.
Prof Majola is a recognised and seasoned analyst and public commentator on politics and socio-
economic issues including leadership, transformation, ethics and governance. He has appeared
on numerous occasions on the national and local radio stations and also TV channels such as
ENCA and SABC, analysing and discussing leadership issues in politics, government and
business.
Due to his extensive experience in the field of education, coaching, transformation and his
leadership positions, Prof Majola is considered to be an asset to the Board as previously no
“educationalist” was represented on the Board. Prof. Majola will need to attend the JSE
Directors’ Induction Program.
- Ms Precious Gondwe (Precious)
With a Bachelor of Law degree from the University of South Africa, Precious is a Pan-African
corporate lawyer and Founding Partner of Precious & Partners, based in the Republic of
Botswana (Botswana). She is an admitted Attorney, Notary Public & Conveyancer in Botswana
and a member of the Law Society of Botswana. She is also registered with the Solicitor
Regulator Authority (SRA) as a foreign lawyer, propelling her to her admission as a solicitor in
the UK & Wales. Precious is also an Arbitrator with the Association of Arbitrators in Southern
Africa.
She was named as part of the Top 30 Most Influential Female Lawyers in Africa. Precious’
skills have been recognised by Courtroom Mail Africa, Africa Legal UK, and Southern African
Women Leaders as an aspiring top corporate female lawyer and entrepreneur.
Precious is currently studying a Masters in Corporate Law at UNISA and, aside from retaining
a degree of female diversity on the Board, brings a wealth of legal experience ranging from
litigation to conveyancing and corporate law. Precious will need to attend the JSE Directors’
Induction Program.
- Mr Boy Ngubo (Manqoba)
Manqoba, who holds a Bachelor of Accounting Science degree from the University of the Free
State, obtained a MBA from Oxford Business School (United Kingdom), a Post Graduate
Diploma in Management and Leadership from Chartered Management Institute (United
Kingdom) and a Master of Science degree in Global Energy, Climate Change Policy and
Mineral Law from the University of London.
He is currently pursuing his Doctor of Commerce degree at the University of Zululand.
Manqoba is the founder and director of Cresita Energy Proprietary Limited.
Mr Ngubo is currently the Acting Chief Executive Officer of the Joburg Market SOC Limited,
whilst concurrently serving on the following Boards: Umgeni Water Board SOC Limited, PSV
Holdings Limited and Nutritional Holdings Limited. Mr Ngubo is also currently a lecturer in
DaVinci Institute of High Learning, where he focuses on New Venture Creation Module.
Board Subcommittees
Following the Board Restructure, the Board Committees will also be reconstituted in compliance
with applicable regulatory requirements and the composition thereof will be announced on SENS in
due course.
Johannesburg
26 August 2021
Designated Adviser
Merchantec Capital
Date: 26-08-2021 02:45:00
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