4SIGHT HOLDINGS LIMITED - Adjournment of Special General Meeting and Price Sensitive Information

Adjournment of Special General Meeting and Price Sensitive Information

4SIGHT HOLDINGS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: C148335 C1/GBL)
(“4Sight” or “the Company”)
ISIN Code: MU0557S00001 JSE Code: 4SI


ADJOURNMENT OF SPECIAL GENERAL MEETING AND PRICE SENSITIVE INFORMATION


Shareholders are referred to:

-    the announcement released on SENS on 23 August 2019 in which they were advised
     that the Board had received correspondence from shareholders holding at least 5%
     of the voting rights of the issued share capital of the Company, requiring the Board to
     call a shareholders meeting in terms of clauses 17(7), 19(1) and 19(d) of the
     Company’s Constitution, read with sections 116(b) and 138 of the Mauritian
     Companies Act, No. 15 of 2001 (‘Mauritian Companies Act’), to consider various
     resolutions for purposes of, inter alia, reconstituting the Board; and
-    to the announcements released on SENS on 5 September 2019 and 27 September 2019
     advising of the distribution of a notice and amended notice respectively, convening
     a special meeting of shareholders pursuant to the above request.

Shareholders were advised that the special general meeting would be held on 11 October
2019.

Shareholders are advised that the special general meeting of 11 October 2019 was
adjourned following detailed discussions during which, certain minority shareholders
advised that there was insufficient information in relation to all the proposals on which to
make an informed decision.

The meeting was adjourned in accordance with the provisions of the Mauritian Companies
Act and will now be held on 6 November 2019 at 10h00 at the South African office of 4Sight
Holdings Limited, Battler House, 28 Roos Street, Fourways, Johannesburg, South Africa or
such other venue as may be announced on SENS and on the Company’s website. Any
change to the venue of the Special Meeting will be announced on SENS and on the
Company’s website by no later than Friday, 1 November 2019.

Price Sensitive Information
During the Special General Meeting, shareholders are advised that one of the directors of
AccTech Systems Proprietary Limited (“AccTech”), a major subsidiary of 4Sight, advised
those present at the meeting that in terms of the second earnout for the year ending
31 December 2019, “AccTech was expected to achieve profit of around R40 million, well
above the warranted R32 million profit”.

It was not clear whether this statement related to pre-tax or post-tax profit or whether it
included the results of Dynamics Africa Services Proprietary Limited (“Dynamics”), which is
a wholly owned subsidiary of AccTech.
This information has not been reviewed or audited by the Company’s auditors but is
deemed price sensitive by the 4Sight Board and warrants disclosure to the market in order
to put all shareholders into the same position in terms of potentially price sensitive
information.

For ease of reference, shareholders are reminded of the terms of the combined AccTech
and Dynamics profit warranty as published on SENS on 25 April 2018, as presented below:

     The earn-out will be payable against achievement of combined Net Profit After Tax
     (“NPAT”) determined in accordance with IFRS, as detailed below:

                              NPAT Hurdle       NPAT Target                       Period
      Details                           R                 R
      Warranty period 1        12 960 000        25 920 000         12-month period from
                                                                      1 January 2018 until
                                                                       31 December 2018
      Warranty Period 2         29 160 000       58 320 000         24-month period from
                                                                      1 January 2018 until
                                                                       31 December 2019

The Board of 4Sight will be holding a board meeting early next week and further
announcements will be made in due course.


Mauritius
11 October 2019

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 11/10/2019 05:13:00
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