4SIGHT HOLDINGS LIMITED - Voluntary Announcement Relating to the Acquisition of Curo Health Pty Limited

Voluntary Announcement Relating to the Acquisition of Curo Health Pty Limited

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

VOLUNTARY ANNOUNCEMENT RELATING TO THE ACQUISITION OF CURO HEALTH PROPRIETARY
LIMITED (“CURO HEALTH”)


Introduction
The board of directors of 4Sight Holdings is pleased to announce that the Company has
entered into an agreement, through its wholly owned subsidiary, Foursight Holdings Proprietary
Limited, with Tigrasmart Proprietary Limited (“the vendor”) for the acquisition of 100% of the
shares in Curo Health with effect from 1 January 2018. Dr Richard Botha has a beneficial
interest in the vendor and is not a related party to 4Sight Holdings.

This company will become a subsidiary of 4Sight and will adhere to the provisions of paragraph
10.21 of Schedule 10 of the JSE Listing Requirements.

Terms and conditions
The purchase price is R21 840 000, payable as follows:

Details                                                                       Shares           Consideration
                                                                                                           R
On acquisition                                                             5 460 000              10 920 000
Earn-out                                                              At 30-day VWAP              10 920 000
Total                                                                                             21 840 000

The 5 460 000 shares will be issued at R2.00 per share. The earn-out will be payable against
achievement of Net Profit After Tax (“NPAT”) determined in accordance with IFRS, as detailed
below:

Details                                   NPAT Hurdle               NPAT Target                   Period
                                                    R                         R
Warranty period 1                           1 560 000                 3 120 000         12 months ending
                                                                                        31 December 2018
Warranty Period 2                           3 726 500                 7 453 000         24 months ending
                                                                                        31 December 2019

In the event that the respective NPAT hurdle is not met, there will be no further payment in terms
of the earn-out.

In the event that the NPAT is between the NPAT hurdle and NPAT target, the purchase price for
the earn-out will be paid on a pro rata basis. The earn-out ratio is split 50:50 between the two
warranty periods.

The issue price for the share portion of R10 920 000 or part thereof will be the 30-day VWAP of
4Sight Holdings at the respective dates of issue.

Description of Curo Health
Curo Health is a Health and Wellness management company based in Gauteng, South Africa
with offices in the Western Cape, KwaZulu Natal, Eastern Cape, Limpopo and the Free State.

The Curo Health Group of companies was created in 2012 by acquiring the following legal
entities as fully owned subsidiaries of Curo Health:

-    Pathology Nursing (Pty) Ltd
-    Knowledge Prescription Pty(Ltd)
-    Curo Clinical Research Pty(Ltd)
-    Curo Laboratories Pty(Ltd)
-    activeXpress Wellness Pty(Ltd)

Curo Health employs and contracts about 2500 healthcare professionals across South Africa
and Namibia. The importance of these activities is the following:

-    Curo has a national footprint of professional nurses;
-    Due to the exposure to sensitive financial and health information, the ITC systems of Curo
     has been vetted by all the Life Insurers in South Africa as well as the IT Audit division of
     KPMG. A POPI compliance certificate is up to date. With business partners in the USA, our
     platforms have been HIPAA and Patient Health Information compliant certified;
-    Curo Health has a strong focus on developing market leading IT systems to improve
     service delivery to all healthcare sectors.
-    Linked network of medical professionals that serves as reference network.

Please refer to www.curohealth.co.za for more details.

Rationale for the acquisition of Curo Health
Curo Health has an established track record and offers services throughout South Africa,
Botswana, Swaziland and Namibia, with a National network of healthcare professionals.
Visualitics has done a large amount of work relating to health and data analytics.

The intention is to form a health vertical within the 4Sight Holdings group in order to provide
comprehensive health analytics, decision support services and other related services. This
health vertical will be headed up by Dr Richard Botha.

Conditions precedent
The main conditions precedent to the Acquisition are the following:

-     a due diligence to be completed by no later than 30 March 2018;
-     signing of the agreement by 4Sight Holdings in Mauritius in accordance with Mauritian
      law, by no later than 30 March 2018; and
-     Dr Richard Botha consenting to remain employed by Curo Health for a period of at least
      two years from 30 March 2018.

Classification of the transaction
The Acquisition is uncategorised and accordingly this announcement is made on a voluntary
basis.

Mauritius
14 March 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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