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CVN - Convergenet Holdings Limited - Media statement

Release Date: 23/02/2012 07:10
Code(s): CVN
Wrap Text

CVN - Convergenet Holdings Limited - Media statement CONVERGENET HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/015580/06) Share code: CVN ISIN: ZAE000102067 ("ConvergeNet" or "the company") Media statement As incoming chairman of ConvergeNet, I have taken note of the announcement today by a group of ConvergeNet shareholders that they have acquired a substantial shareholding in the company which, if combined with the holding of another shareholder would constitute a 53% majority shareholding in ConvergeNet. This take over was not initiated by the board, but the board will facilitate the mandatory offer as required by the regulators. The board of directors will consider that announcement in due course. However, I wish to state the following: ConvergeNet shareholders, customers, suppliers and staff are advised that the announcement has no immediate effect on the board, management or operations of the company. ConvergeNet is a successful company which has produced good results, has a strong balance sheet, a skilled workforce, a good order book and a substantial share of the market in which it operates. I have invited all parties including the offerors to make a clear commitment to honour all existing arrangements and the good standing of the company with its stakeholders. Once the mandatory offer is made to minority shareholders, the board will appoint an independent board to advise minority shareholders, with the assistance of independent experts, on whether the offer is fair and reasonable. The mandatory offer would take several months to complete as the board seeks to comply with all regulatory requirements governing takeovers. In terms of the Companies Act and the regulations during an offer period, no changes are permitted to the board of directors whether resignations or new appointments. The recent director resignations had been received before the board was made aware of the change in control and Firm Intention Announcement and were primarily motivated due to two directors being located in London and Cape Town and, due to personal reasons, wanting to reduce travel and time commitments associated with the board and committee meeting requirements. The third director had sold his interest in the business and was no longer employed in an executive capacity. Operational management rests largely with the managing directors and management teams in the various subsidiary companies and this remains intact for the foreseeable future. We are therefore at the start of a process. As ConvergeNet chairman, I would like to assure all stakeholders that during this process the company`s focus will be on maintaining and expanding the business and continuing our record of excellent service to customers. By order of the board Johannesburg 22 February 2012 Sponsor Arcay Moela Sponsors (Pty) Ltd Date: 23/02/2012 07:10:31 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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