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CVN - Convergenet Holdings Limited - Results of the General Meeting, changes
to the board and withdrawal of cautionary announcement
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000102067
("ConvergeNet" or "the company")
RESULTS OF THE GENERAL MEETING, CHANGES TO THE BOARD AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
RESULTS OF GENERAL MEETING
Shareholders are advised that at the general meeting of the company held on
Wednesday, 20 June 2012, with the exception of ordinary resolution number 3,
which resolution was withdrawn following the resignation at the meeting of
the director concerned, all of the resolutions contained in the notice of
general meeting issued on 22 May 2012, were passed by the requisite majority
of shareholders.
CHANGES TO THE BOARD
Following the approval of the above-mentioned resolutions pertaining to the
removal of certain directors and the appointment of a non-executive director
at the said general meeting, the board advises shareholders that the
following restructure on the board has taken place:
Mr Charles Pettit joins the board as a non-executive director with immediate
effect.
Charles is the Managing Director of AfrAsia Corporate Finance (Proprietary)
Limited ("ACF") and the manager of AfrAsia Special Opportunities Fund
(Proprietary) Limited ("ASOF"). ACF is a subsidiary of AfrAsia Bank Limited
("AfrAsia Bank"), a boutique bank headquartered in the Mauritian
International Financial Services Centre, whilst ASOF is a Mauritian
registered collective investment scheme that invests throughout SADC in
structured credit opportunities.
Charles has extensive corporate finance experience in various SADC and COMESA
countries which includes acquisitions, disposals, IPO`s, fundraisings,
project financings and debt restructurings. Since founding ACF in June 2009,
Charles has led the origination and execution activities of the team, the
sale of 50 per cent of the business to AfrAsia Bank and the establishment and
growth of ASOF.
Charles graduated from the University of Cape Town with a First Class Honours
degree in Finance. He subsequently qualified as a CFA charter holder while
working in corporate finance for Close Brothers in London. He currently
serves as a board member of various listed and unlisted companies in South
Africa and Mauritius.
The board welcomes Mr Pettit.
Shareholders are further advised that the role of Mr Sandile Swana, former
chairman of the Company, has changed to that of Chief Executive Officer,
which change is with immediate effect and for a period of 12 months.
Sandile holds BComm and MBA degrees, having majored in Business Information
Systems specialising in software development and finance. He has been a board
member of the company since its formation in 2007, serving as chairman of the
Audit Committee and as a member of the Remuneration Committee. Sandile, who
started his career as a cadet in the Finance Systems Department at Anglo
American Head Office in Johannesburg in 1988, has extensive financial
experience, having held the position of Financial Director of Sable Data
Works since 2006.
Sandile brings wide ranging management and leadership experience to the
Company, having worked for various multi-nationals and private companies
including: Anglo American (as a trainee 1988-1992); New York Times; Caltex
Oil; The Don Suite Hotels and also acting as non-executive director of
several JSE listed companies.
The board wishes Mr Swana success in this new role.
Mr Dumisani Tabata, a non-executive director of the Company, has been
appointed as Chairman of the board with immediate effect.
Dumisani is an admitted attorney and director and founding partner of SMITH
TABATA & VAN HEERDEN in King William`s Town. As an attorney, he has been
involved in several Constitutional and Administrative Law related matters.
In 1996, Mr Tabata was appointed as an Acting Judge of the High Court and
served in the position for 3 terms and in April 1999, he was appointed by the
Premier of the Eastern Cape as one of the Joint Liquidators of the Transkei
Agricultural Corporation ("TRACOR"). After the advent of democracy, Mr Tabata
regularly acted as attorney for Government Departments, local authorities and
parastatals.
Dumisani has been a member of the National Association of Democratic Lawyers
(Border) and served on the National Executive thereof in 1998; a member of
the King William`s Town Transitional Local Council (First Interim Phase) and
a member of the Council`s Land Sale Committee 1994-1995; served as Deputy
Chairman of ABSA BANK regional board, Eastern Cape; served as non-executive
director and chairman of Transactional Capital (Pty) Ltd as well as non-
executive director of Amalgamated Appliances (Pty) Ltd.
Currently, he serves in an executive capacity on the boards of Vuwa
Investments (Pty) Ltd, SMITH TABATA INC., Attorneys, Notaries and
Conveyancers and Smith Tabata Buchanan Boyes ("STBB") Cape Town and
Johannesburg.
The board will consider the appointment of an additional independent non-
executive director(s) in due course.
RECONSTITUTION OF AUDIT COMMITTEE
The board is aware that King III, the JSE Listings Requirements and the
Companies Act all require that the Audit Committee should comprise a minimum
of three independent non-executive directors and will endeavour to ensure
compliance herewith as soon as is possible.
In the interim, Mr Charles Pettit has been appointed to the Audit Committee
and will act as the interim chairman until such time as a further
independent non-executive director has been appointed to the board. Mr
Charles Pettit`s appointment to the Audit Committee will be put to vote by
shareholders at the next Annual General Meeting.
Mrs Lerato Mangope and Mr Dumisani Tabata will continue to serve on the Audit
Committee.
The board advises shareholders that the mandate of the Audit Committee has
been broadened to encompass the monitoring and review of risk matters,
previously considered by a separate Risk Committee.
RECONSTITUTION OF OTHER COMMITTEES AND SUBSIDIARY BOARDS
The Company advises shareholders that following the restructure of the board,
the following sub-committees of the board namely, Remuneration Committee,
Investment Committee and Social and Ethics Committee have been reconstituted.
In addition the boards of some of the subsidiary companies have also been
reconstituted.
WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement published on SENS on 29 May 2012,
negotiations mentioned therein have been terminated and accordingly
shareholders are advised that the cautionary announcement is now withdrawn.
Johannesburg
21 June 2012
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Date: 21/06/2012 17:29:01 Supplied by www.sharenet.co.za
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