Wrap Text
Results of AGM, Chairmans Statement and Changes to the Board
ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH ISIN: ZAE000031035
(“ADvTECH“ or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING, CHAIRMAN’S STATEMENT AND CHANGES TO
THE BOARD
ADvTECH shareholders are advised that at the annual general meeting (“AGM”) of shareholders held
on Tuesday, 28 July 2015, all the ordinary and special resolutions as set out in the notice of AGM, with
the exception of ordinary resolution number 9 (dealing with the issue of shares for cash), were
approved by the requisite majority of shareholders present or represented by proxy.
The meeting was well attended with 382 234 615 ADvTECH shares, representing 84,01% of the total
ordinary issued share capital of ADvTECH, voting in person or by proxy.
The resolutions proposed at the AGM, together with the percentage of shares abstained (as a
percentage of total issued share capital of the Company), as well as the percentage of votes carried
for and against each resolution (as a percentage of shares voted), are as follows:
1. Ordinary resolution number 1: Adoption of annual financial statements
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
2. Ordinary resolution number 2: Re-election of Mr. C.H. Boulle as a non executive director
FOR AGAINST ABSTAIN
220 903 255 161 323 826 7 544
57.79% 42.20% <0.01%
3. Ordinary resolution number 3: Re-election of Professor B.M. Gourley as a non-executive director
FOR AGAINST ABSTAIN
220 891 764 159 145 149 2 197 712
58.12% 41.88% 0.48%
4. Ordinary resolution number 4: Re-election of Mr. J.C. Livingstone as a non executive director
FOR AGAINST ABSTAIN
373 926 059 - 8 308 556
100% - 1.83%
5. Ordinary resolution number 5: Re-election of Mr. C.H. Boulle as a member of the audit committee
FOR AGAINST ABSTAIN
220 435 055 159 601 848 2 197 712
58.00% 42.00% 0.48%
6. Ordinary resolution number 6: Re-election of Professor B.M. Gourley as a member of the audit
committee
FOR AGAINST ABSTAIN
214 342 504 165 694 399 2 197 712
56.40% 43.60% 0.48%
7. Ordinary resolution number 7: Re-election of Mr. M. Nyati as a member of the audit committee
FOR AGAINST ABSTAIN
221 539 493 158 497 410 2 197 712
58.29% 41.71% 0.48%
8. Ordinary resolution number 8: Appointment of auditors
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
9. Ordinary resolution number 9: Issuing of shares for cash
FOR AGAINST ABSTAIN
218 518 198 161 518 705 2 197 712
57.50% 42.50% 0.48%
10. Ordinary resolution number 10: Non-binding advisory vote – Remuneration policy
FOR AGAINST ABSTAIN
319 504 423 52 131 583 10 598 609
85.97% 14.03 2.33%
11. Special resolution number 1: Conversion of shares from par value to no par value
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
12. Special resolution number 2: Non-executive directors’ fees
FOR AGAINST ABSTAIN
366 729 070 7 196 989 8 308 556
98.08% 1.92% 1.83%
13. Special resolution number 3: Loans or financial assistance to subsidiaries and related or inter-
related companies
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
14. Special resolution number 4: General authority to acquire the Company’s own shares
FOR AGAINST ABSTAIN
371 125 404 8 909 499 2 199 712
97.66% 2.34% 0.48%
In a statement at the meeting, the chair reported that:
- The Tertiary division completed its turnaround last year and continues to perform strongly;
- The Resourcing division maintained market share in challenging economic market conditions;
- Technology and online learning investments are showing good promise;
- The Schools division continues to deliver on its promise of academic excellence;
- The integration of the Maravest and Centurus groups and the Gaborone International School
in Botswana into the ADvTECH group are progressing well and according to plan;
- The R3bn capital investment programme will continue to support greenfields development and
carefully selected acquisitions in South Africa and elsewhere on the African continent;
- As announced on SENS on 8 July 2015, both basic earnings per share (“EPS”) and headline
earnings per share (“HEPS”) for the six months ended 30 June 2015 will be 20% to 30%
higher than the comparative reporting period for the six months ended 30 June 2014. The
increased earnings were the result of organic growth delivered by the successful roll out of the
Company’s growth strategy over the past few years;
- Enrolments were up 71% at the beginning of 2015 and are set to continue increasing at a
rapid rate as the Company’s growth strategy matures, and is expected to translate into
increased earnings and share price growth for the foreseeable future.
With reference to the speculation about the Conditional Firm Intent to Make an Offer (“the proposal”)
to the ADvTECH board by Curro, the chair re-iterated that the Board has, with due regard to its
fiduciary duties to the Company, reached the unanimous conclusion that the proposal is not in the best
interests of the Company or its stakeholders and advised that it will not pursue further discussions with
Curro in this regard. The full text of the chair’s detailed statement is available on the Company’s
website – www.advtech.co.za.
The retirement of Jeff Livingstone, who did not make himself available for re-election at the meeting,
was noted. Jeff joined the Board in 2008 and at various times served as chairman of the audit
committee, and as a member of the audit, risk, remuneration and litigation committees. In August 2014
he stepped in as acting chairman. The new chair, Chris Boulle said: “Jeff’s wise counsel and
guidance will be sorely missed; the Company’s loss however will be his family’s gain as he is able to
spend more time with his family.”
Chris Boulle has been appointed as chairman of the Company. He was appointed an alternate
director to Hymie Levin in September 2011, as independent non-executive director in March 2013, and
has served more recently as lead independent director. In line with sound corporate governance
practice, Chris will step down as chairman of the audit committee.
The search for a new Chief Executive Officer (“CEO”) is well underway. Frank Thompson, who was
appointed interim CEO in March 2015, will remain on in this position until an appointment is made.
Boulle said: “We are very grateful to have someone of Frank’s calibre and intimate knowledge of all
aspects of the business to lead the Company.”
The appointment of Keith Warburton as an independent non-executive director of the Company with
effect from 28 July 2015 was announced. Keith is a CA and has a background spanning a number of
years in commerce. His most recent experience has been as CFO and COO Clicks Holdings Ltd.
Johannesburg
28 July 2015
Sponsor and Corporate Advisor: Bridge Capital Advisors Proprietary Limited
Date: 28/07/2015 04:48:00 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.
Sharenet Sites 
