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4SIGHT HOLDINGS LIMITED - Abridged prospectus - 4Sight Holdings Limited

Release Date: 21/09/2017 12:33
Code(s): 4SI     PDF:  
Wrap Text
Abridged prospectus - 4Sight Holdings 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

 ABRIDGED PROSPECTUS RELATING TO THE LISTING OF 4SIGHT HOLDINGS LIMITED


1.   BACKGROUND ON THE PROSPECTUS

     The board of directors of 4Sight Holdings (“the Directors”) is pleased to announce the issue of a
     Prospectus prepared and issued in terms of the JSE Listings Requirements and the South African
     Companies Act, 2008 (No. 71 of 2008), as amended (“the SA Companies Act”), relating to a private
     placement (“Private Placement”) for subscription of 4Sight Holdings ordinary shares (“Offer Shares “)
     by way of:

     -   a private placing of up to 120 000 000 shares at an indicative price of between R1.80 and R2.20 per
         Offer Share determined at the prevailing USD:ZAR exchange rate at 12:00 South African time on
         Thursday, 12 October 2017;
     -   a preferential offer of up to 30 000 000 shares at an indicative price of between R1.80 and R2.20 per
         Offer Share to be determined at the prevailing USD:ZAR exchange rate at 12:00 SA time on
         Thursday, 12 October 2017; and
     -   the subsequent listing of all the issued shares of the Company by way of a primary listing on the
         Alternative Exchange (“AltX”) of the JSE.

     It is noted that the Company may increase the number of Offer Shares (placed within the offer price
     range, being between R1.80 and R2.20) if so determined by the Directors. Should the increase of Offer
     Shares result in a material change to the pro forma financial information contained in the Prospectus,
     such changes will be reviewed by the Company’s Reporting Accountant and published on the Stock
     Exchange New Service (SENS) of the JSE Limited (“JSE”). The above price range for the Private
     Placement will be between R1.80 and R2.20 per share. The price range is indicative only and may
     change during the course of the Private Placement, and the prices may be set within, above or below
     the range. The initial price of the Private Placement will be determined by the Company following a
     book building process.

      Opening date of the Private Placement (comprising the
      Private Placing and Preferential Offer) and announced on                  Thursday, 21 September 2017
      SENS at 12h30 on
      Closing date of the Private Placement (comprising the
      Private Placing and Preferential Offer) at 12h00 on*                        Thursday, 12 October 2017
      Anticipated listing date on AltX at commencement of
      trade at 9h00 on                                                            Thursday, 19 October 2017

     *Shareholders wishing to subscribe for Offer Shares in dematerialised form must advise their Central
     Securities Depository Participant (“CSDP”) or broker of their acceptance of the Private Placement of
     Offer Shares in the manner and within the cut-off time stipulated by their CSDP or broker.
     In the event of an over-subscription in terms of the Private Placement, the Directors will adjust the
     allocation of applicants on an equitable basis in accordance with paragraph 5.18 of the JSE Listings
     Requirements. The Offer Shares placed in terms of the Prospectus will rank pari passu with the existing
     ordinary shares in 4Sight Holdings and rank equally as to voting, share in profits, dividends and
     distributions.

     Immediately prior to the listing, the issued share capital of 4Sight Holdings will comprise 336 867 001
     ordinary no par value shares. Assuming that 150 000 000 shares are issued in terms of the Private
     Placement, immediately after the Private Placement and the listing on the JSE, the issued share capital
     of the company will comprise 486 867 001 shares of no par value. The anticipated market capitalisation
     of the company will be approximately USD75 million (approximately ZAR973 million).

     The JSE has granted 4Sight Holdings a listing in respect of up to 486 867 001 ordinary shares on its
     Alternative Stock Exchange (“AltX”) under the abbreviated name “4Sight”, share code “4SI” and ISIN
     Code MU0557S00001. It is anticipated that the listing of the ordinary shares on AltX under the Information
     Technology sector will become effective from the commencement of business on or about
     Thursday, 19 October 2017 or such later date as granted by the JSE. The listing is considered to be an
     inward listing on the JSE by a foreign company.

     The Private Placement has not been underwritten and the Company does not have any Treasury Shares
     or debentures in issue.

     Applications for ordinary shares in 4Sight Holdings must be for a minimum of 2 000 ordinary shares, and in
     multiples of 100 ordinary shares thereafter. Fractions of shares in 4Sight Holdings will not be issued. The
     ordinary shares in 4Sight Holdings will be tradable on the JSE in dematerialised form only and, as such, all
     investors who elect to receive their ordinary shares in 4Sight Holdings in certificated form, will have to
     dematerialise their certificated Shares should they wish to trade therein.

     The Company’s Designated Advisor, Auditors and Reporting Accountants, Attorney, Commercial Banker
     and Transfer Secretaries, whose names are set out below, have given and have not, prior to registration,
     withdrawn their written consents to the inclusion of their names in the capacities stated.

     A copy of the Prospectus has been registered by the Commissioner in South Africa on 21 September
     2017 in terms of sections 99(2), 96(1)(b) read together with regulation 45 of the SA Companies Act.

2.   INCORPORATION AND NATURE OF BUSINESS

     4Sight Holdings is a public company, newly incorporated in accordance with the laws of the
     Republic of Mauritius specifically for the listing. 4Sight Holdings was established as a diversified
     holding company with a core focus on providing decision support technology solutions that
     enable, inter alia, intelligent pricing and decisions across various industries.

     During June 2017, 4Sight Holdings concluded the acquisition of the entire issued share capital of
     Digitata Limited (“Digitata Mauritius”), which became the Company’s first wholly-owned subsidiary
     ahead of the listing with effect from 1 July 2017. Digitata Mauritius operates mainly in the
     telecommunications industry, specialising in the “Internet-of-Things”, Big Data, Machine Learning
     (“ML”), Artificial Intelligence (“AI”), block-chain technology, and data science. A full description of
     the Digitata Mauritius business is set out in paragraph 1.3.2.1of the Prospectus.

     4Sight Holdings’ business model follows an acquisitive and organic growth strategy. The acquisition
     strategy provides for the acquisition of existing business entities with deep skills in data science and
     real-time decision-making solutions, while the growth strategy focuses on leveraging existing
     technology capabilities across new business vertical applications within the group. The group
     currently delivers real-time dynamic pricing solutions to the telecommunications sector, with real-
     time processing optimization services for the basic materials, energy, and utilities business sectors to
     follow in the next 12 months.
     4Sight Holdings is overseen by the Directors, comprising executive and non-executive Directors. The
     Chief Executive Officer and Financial Director are responsible for the day to day management of
     the Company whilst, the rest of the Board provides strategic direction to the Group and will ensure
     that good corporate governance practices are adhered to in accordance with King III/IV and the
     JSE Listings Requirements.

     The management team of the 4Sight Group focuses on the group strategy, investment, and brand
     building for the group. Each of the subsidiaries, including future businesses to be acquired, will focus
     on and manage its own business portfolio and brand and will also have its own board that will
     report back to the 4Sight Holdings’ Board, with subsidiary CEOs having dotted reporting lines to the
     4Sight Holdings’ management team

     The Company will list on AltX in the FTSE classified “Nonequity Investment Instruments” sector of the
     JSE lists.

3.   PURPOSE OF THE OFFER

     The rationale for the listing of 4Sight Holdings on the AltX is set out below:

     The listing of 4Sight Holdings on the AltX supports the Company’s aim of creating an international
     technology group that is run by exceptional individuals with entrepreneurial expertise, as supported
     by four key listing value drivers, being:

     -   Access to funding for:
         - Acquisitions;
         - Development and go-to-market of internal products; and
         - Incubator projects in various stages of development
     -   Visibility: Increased exposure to the markets, with analyst coverage raising the profile of the
         company;
     -   Credibility: Our customer base is dominated by corporates. They seek a secure and credible
         supplier and being listed on the JSE provides this credibility; and
     -   Talent attraction from a global network pool due, in part, to the visibility of the listing, but also
         from having greater opportunities to engage with the media.

     The key drivers will all result in accelerated growth which, in turn, will drive shareholder value.

     The Company wishes to raise up to R300 000 000 through the AltX Listing, of which approximately
     R52 000 000 ($4 000 000) will be used to settle, the cash amounts owed by Digitata Mauritius as
     disclosed in annexure 10 of the Prospectus. The balance will be used for expansion, primarily by
     way of acquisitions both in South Africa and internationally with up to R60 000 000 for various
     incubator projects that are expected to yield worldwide revenue over time. A portion of the funds
     will be used to settle costs associated with the capital raising as the majority of the costs associated
     with listing have been settled at the date of the Prospectus. The capital will primarily be raised in
     South Africa.

     As at the date of the Prospectus, 4Sight Holdings is not listed on any Stock Exchange.
4.   FINANCIAL INFORMATION

     Historical Financial Information
     4Sight Holdings was newly incorporated at the end of June 2017 for purposes of the listing on the
     JSE and the acquisition of 100% of Digitata Mauritius was effective from 1 July 2017. Accordingly,
     4Sight Holdings does not have historical financial information.

     Digitata Mauritius is regarded as a substantial acquisition in terms of the JSE Listings Requirements
     and has been established for over 10 years. A reporting accountants report on the last three years
     of Digitata Mauritius is included in the Prospectus.

     An extract of the consolidated historical financial information for the three years ended 31
     December 2016, 31 December 2015 and 31 December 2014 is set out below.

     The statement of Comprehensive Income reflects the results of the operations of Digitata Mauritius
     for the years ended 31 December 2016, 2015 and 2014.

     In 2015, the ratio of cost of sales and operating expenses changed from 2014 due to the acquisition
     of a controlling interest in Digitata South Africa, which had previously been a supplier.

     In December 2015, the Nigeria Communication Commission (NCC) imposed a USD5.2 billion fine on
     one     of Digitata’s    global     customers,   which   hindered the company’s      growth.
     (http://www.profile.co.za/irsites/mtngroup/archive/259615.htm)

     This had an immediate impact on revenue in that revenue from this group declined in 2016 by 55%.
     In addition, in prior years the global channel partner contributed about half of the turnover, but this
     dropped to 20% in the 2016 fiscal year. During the last few months of 2016 the global channel
     partner had gone through major internal re-organisations and as Digitata Mauritius’ revenue is
     insignificant in the total performance of the partner, the Digitata solution was not prioritized.

     In 2015 a concerted effort was put in place to grow the in-house commercial team and to place
     more effort on the direct channel. To this effect a Chief Commercial Officer was appointed in April
     2015 with a key mandate to grow the sales force and activate the direct channel within the
     Americas and Asia region, which was previously handled by the global channel partner with
     support from Digitata Mauritius.
Consolidated Statement of Financial Position (Figures in US Dollars)

                                                         2016               2015         2014
                                                          USD                USD          USD
 Assets
 Property, plant and equipment                      2 209 793           1 932 884       35 876
 Intangible assets                                  1 641 390           1 520 288      983 867
 Goodwill                                           1 988 528           1 988 528            -
 Investment in associate                                    -             452 197      414 798
 Other financial assets                               480 167                   -            -
 Deferred tax asset                                   607 566             340 559          800
                                                    6 927 444           6 321 086    1 435 341

 Current assets
 Other financial assets                                37 312              86 630            -
 Trade and other receivables                        4 524 333           9 088 651   16 364 663
 Cash and cash equivalents                          7 178 584           9 114 459    4 680 604
                                                   11 740 229          18 203 110   21 045 267

 Total assets                                      18 667 673          24 524 196   22 480 608

 Equity and Liabilities
 Capital and reserves
 Stated capital                                        10 000              10 000       10 000
 Retained reserves                                  8 461 554          13 595 311    9 592 521
 Foreign currency translation                       (565 246)           (650 947)            -
 reserve
 Equity attributable to owners of                   7 906 308          12 954 364    9 602 521
 the parent
 Non-controlling interests                          3 422 267           3 319 820        4 707
 Total equity                                      11 328 575          16 274 184    9 607 228

 Non-current liabilities
 Deferred income                                    1 531 143           2 391 013    3 664 082
 Borrowings                                           446 674             477 188            -
 Deferred tax liabilities                               5 798              10 048            -
                                                    1 983 615           2 878 249    3 664 082

 Current liabilities
 Deferred income                                      918 686             896 630    2 544 556
 Borrowings                                           105 340              79 992            -
 Trade and other payables                           4 331 457           4 395 141    6 664 742
                                                    5 355 483           5 371 763    9 209 298

 Total liabilities                                  7 339 098           8 250 012   12 873 380

 Total equity and liabilities                      18 667 673          24 524 196   22 480 608

 Number of shares in issue                          3 000 000           3 000 000    3 000 000
 Net asset value per share (cents)                        264                 432          320
 Net Tangible asset value per                             143                 315          287
 share (cents)
Consolidated Statement of Comprehensive Income (Figures in US Dollars)

                                                       2016              2015            2014
                                                        USD               USD             USD
 Revenue                                         10 393 375       18 469 373      18 033 035
 Cost of sales                                  (1 324 195)       (4 914 919)     (7 622 527)
 Gross Profit                                     9 069 180       13 554 454      10 410 508
 Other Income                                         2 639           227 294                -
 Operating expenses                            (13 485 434)       (9 053 529)     (7 397 786)
 Operating (loss)/ profit                       (4 413 615)         4 728 219       3 012 722
 Finance income                                      51 469             62 580          15 172
 Finance cost                                     (450 917)                  -      (204 031)
 Equity accounted post acquisition                         -           (9 778)         (5 189)
 losses
 (Loss)/profit before taxation                  (4 813 063)         4 781 021      2 818 674
 Taxation                                         (733 623)       (1 192 909)      (350 764)
 (Loss)/profit for the year                     (5 546 686)         3 588 112      2 467 910

 (Loss)/profit for the year attributable
 to:
 Owners of the parent                           (5 149 415)         4 002 790      2 470 151
 Non-controlling interests                        (397 271)         (414 678)         (2 241)
                                                (5 546 686)         3 588 112      2 467 910

 Other comprehensive income:
 Item that may be reclassified
 subsequently to profit or loss
 Currency translation differences                   585 419         (652 592)              -
 Total comprehensive (loss)/income for          (4 961 267)         2 935 520      2 467 910
 the year

 Total comprehensive (loss)/income for the year
 attributable to:
 Owners of the parent                           (5 063 714)         3 351 843      2 470 151
 Non-controlling interests                          102 447         (416 323)         (2 241)
                                                (4 961 267)         2 935 520      2 467 910

 (Loss)/ Earnings per share (cents)                (171.64)              133.42         82.33
 Dilutive (loss)/ earnings per share               (171.64)              133.42         82.33
 (cents)

 Weighted average number of shares               3 000 000          3 000 000      3 000 000
 in issue
Profit Forecast
The profit forecasts of 4Sight Holdings are presented for the periods ending 31 December 2017 and
31 December 2018. It should be noted that 4Sight Holdings was only incorporated at the end of
June 2017 for purposes of the listing and accordingly the first reporting period to 31 December 2017
is only for six months. The profit forecast does not include any of the targeted acquisitions and only
comprises the existing 4Sight Holdings and Digitata Mauritius group, The full set of assumptions
relating to the profit forecast are contained in Annexure 7 of the Prospectus.

                                                                         Six month
                                                                    period ending       Year ending
                                                                        31-Dec-17         31-Dec-18
                                                                              USD               USD
 Revenue                                                                12 465 316        26 362 879
 Cost of Sales                                                         (2 023 198)       (6 989 185)
 Gross Profit                                                           10 442 118        19 373 694
 Other Income                                                                5 251             3 323
 Operating Expenses                                                    (6 998 590)      (15 440 112)
 Operating Profit                                                        3 448 778         3 936 904
 Finance cost                                                             (31 793)         (233 632)
 Finance Income                                                              9 844            29 884
 Profit before taxation                                                  3 426 829         3 733 156
 Taxation                                                                (939 823)       (1 086 912)
 Profit after taxation                                                   2 487 005         2 646 244
 Non-controlling interests                                                 710 134           239 822
 Profit attributable to owners of the parent                             1 776 871         2 406 422

For the 2017 and 2018 period the DTS stream contributes 72% and 66% respectively for the forecast
turnover. The 2017 forecast turnover for DTS is 15% lower than the turnover achieved for 2015 and
shows a 63% growth from the 2016 financials, which turnover was negatively impacted in 2016 as
explained further below. For 2018 the DTS forecasted revenue is 63% below the 2015 revenue and
shows a growth of 14% from the 2017 forecast revenue. The 14% growth from 2017 to 2018 is mainly
contributable to the increase in Support and maintenance revenue which is directly correlated to
the increase in the clientele base. The 2018 revenue compromises of 64% in existing clientele and
36% in new clientele, which new clientele is currently in the proposal phase, and uncontracted in
nature.

Furthermore, the increase in Insights revenue of 152% from revenue in 2016 is based on an increase
of 97% in new clientele, which is currently in the proposal phase, and uncontracted in nature.
Insights, Networks and Glovent are relatively young businesses that have been incubated over the
past two to three years and are currently in a high growth phase off a very low base.

The forecasted numbers for DTS 2017, being the major contributor to group turnover, are within
revenue levels achieved in prior years (excluding 2016 due to the reasons detailed below) as set
out in Annexure 3 to this Prospectus. A large component (on average 60% based on past history)
of the business is licence and maintenance fees on either evergreen or annual contracts and thus
the DTS revenue forecast has been based on existing and expected pipeline business.

Digitata now has multiple opportunities globally though the investment in regional presence that
will be used to serve those demands and exploit the opportunities. Further to this Digitata is in the
process of renegotiating the global channel agreement, with the high-level terms agreed, which
will have a material impact on lowering the cost of sales. More importantly the customers will be
moved directly to Digitata; enabling greater influence and higher margins.
In December 2015 the Nigeria Communication Commission imposed a USD5.2billion fine on one of
Digitata’s   global      customer,      temporarily   hindered the company’s         growth.
(http://www.profile.co.za/irsites/mtngroup/archive/259615.htm)

This had an immediate impact on Digitata’s revenue in that revenue from this group declined in
2016 by 55% due to a temporary freeze on spending by the customer. Over this period Digitata
actively engaged with the restructured management team and Digitata is already seeing a
significant return to business as evidenced by the management accounts of Digitata Mauritius for
the first six months of the year to 30 June 2017. The pipeline of revenue for the six months to 31
December 2017 from this customer is also on par with what was achieved in years prior to 2016.

During the preceding two to three years Digitata spent approximately R54 million into Insights
(R20m), Networks (R24m) and Glovent (R10m), to diversify the income stream and smooth the
revenue going forward. This will negate the historical effect of the 2016 financial year. The revenue
forecast for Insights, Networks and Glovent for 2017 is based on revenue achieved for the first 7
months of the year, with the balance of the year based on pipeline. The revenue for Networks in
2017 is higher than 2018 due to a recent large sale to a telco customer in Mexico.

Historically, the group’s revenue is earned 40% in the first half of the year and 60% in the second half
of the year, primarily due to licence sales in the second half of the year. Per the management
accounts to 30 June 2017, Digitata Mauritius has had the best first six months up to 30 June 2017
since the formation of the group in 2008. Based on the above, as well as business in the pipeline,
management is thus reasonably certain that revenue targets will be achieved.

The group has relatively low cost of sales due to it primarily being a service business. The main
component of cost of sales is hardware purchases for the Networks business. Commission is directly
related to the achievement of revenue targets.

The main component of operational expenses is salaries and wages, representing around 80% of
the operational expenses. The forecast for salaries and wages for 2017 is based on the existing
headcount at present, with an increase assumed in 2018 for both package increases and an
increase in headcount.

This second largest expense is travel expenses, which is directly related to revenue generation, with
clients around the world, largely in Africa. This typically approximates around 10% of the operating
expenses. However, this has been assumed to increase in 2018 due to the higher revenue
projections.

The balance of the operational costs has been based on the existing expense base of the group.
The operating expenses are lower than the operating expenses for the year ended 31 December
2016 of R13 485 434 due to due to more effective cost management after 2016 losses. The cost
savings started towards the end of 2016 and continued into 2017 and included renegotiating on a
group level various costs and contracts. Foreign exchange gains or losses have not been forecast.

Depreciation and amortisation have been assumed on the basis of the existing depreciation and
amortisation rates used by the group as well as expected capital expenditure and development
costs, which are capitalised and then amortised. Details of the EBITDA, depreciation and
amortisation as set out in the table below:

                                                                      31 December       31 December
                                                                               2017               2018
                                                                                USD                USD
 EBITDA                                                                   4 013 071          5 291 723
 Depreciation                                                              (89 857)          (150 211)
 Amortisation                                                             (474 436)        (1 204 608)
     Taxation has been assumed at the rate of taxation in the relevant tax jurisdictions, being 15% in
     Mauritius and 28% in South Africa and includes normal taxation and dividend withholding tax.

     HEADLINE EARNINGS RECONCILIATION AND SHARE INFORMATION

                                                                         31 December       31 December
      Headline earnings reconciliation:
                                                                                  2017             2018
      Attributable profit shareholders of the company                        1 776 871         2 406 422
      Per share information:
      Earnings per Share (US cents)                                               0.36              0.49
      Headline Earnings per Share (US cents)                                      0.36              0.49
      Fully diluted weighted average number of shares in issue             486 867 001       486 867 001

5.   PROSPECTS

     The Directors of the Company believe that the 4Sight Group has excellent prospects based on the
     following:

     -    4Sight Holdings has an experienced, well-balanced, innovative and well-motivated
          management team;
     -    The acquisition of Digitata Mauritius brings a well-run business into the fold on which 4Sight
          Holdings can build its long-term strategy of international expansion;
     -    The fourth industrial concept drives digitalization in the internal market space; 4Sight Holdings
          is at the forefront by offering industrial strength analytics to companies in their effort to
          transform to Industry 4.0 operations.
     -    4Sight Holdings will expand with its acquisition strategy to procure skills, capabilities and
          services which covers most of the analytical capabilities required to deal with Industry 4.0
     -    4Sight Holdings has a growth strategy which expands across multiple sectors and technology
          bases – allowing the Group to grow and maintain a well-balanced performance and risk
          technology portfolio;
     -    There is a strong international sales pipeline for the telecommunications cluster;
     -    The group already has representation in a number of countries and has customers around the
          world;
     -    The listing will provide funding for subsidiaries to speed-up their “go to” market cycles with
          new products and services as funding requirements from free cash flow will be removed.
     -    The team has a growth strategy in place to increase revenues and profits significantly in
          various sector clusters with regards to acquisition and organic growth.
     -    The fourth industrial revolution requires that the Board of 4Sight Holdings is comprised of
          visionary individuals with a proven track record in strategy. 4Sight Holdings fulfils this
          requirement.
     -    AI and ML is a strong growth area. 4Sight Holdings has the ability to become a significant
          player in this space and to grow with the demand.

     The intended capital raising of R300 000 000 is not required for current operations of the Group but
     will be used to settle the $4 000 000 (R52 000 000) cash portion owing by Digitata Mauritius in
     relation to the acquisition of the remaining shareholding in Digitata South Africa Proprietary Limited
     and the balance for identified strategic and complementary acquisitions or “go to” market
     projects. Digitata South Africa is a100% owned subsidiary of Digitata Mauritius.
6.   AUTHORISED AND ISSUED SHARE CAPITAL

     The authorised and issued share capital of the Company as at the last practicable date is as
     follows:

                                                                                                       USD
      Issued stated share capital
      336 867 001 ordinary Shares of no par value                                                 29 491 752


     The issued share capital of the Company on the date of listing, assuming that the Private
     Placement of 150 000 000 new Shares is fully subscribed, will be as follows:

                                                                                                       USD
      Issued stated share capital
      486 867 001 ordinary Shares of no par value (net of estimated costs)                        51 780 924


     Mauritian companies do not have authorised share capital. The shares of the company are under
     the control of the Board. In terms of Clause 6 of the Company’s Constitution, shareholders at a
     general meeting of the Company may authorise the Board to issue shares and/or grant options at
     any time to any person.

     On 31 August 2017, the shareholders of the company passed a resolution authorising the board to
     issue shares for cash in terms of the Private Placement and/or various placings to be undertaken
     through the company’s South African share register, subject to the Company’s Constitution and the
     JSE Listings Requirements, and that such authority given to the Directors shall be valid for a period of
     twelve months from the date of the listing on the JSE, or until the company’s first annual general
     meeting of shareholders.

     There are no treasury Shares held as at the date of the Prospectus.

     All of the issued shares (including those to be issued in terms of the Prospectus) are of the same
     class and rank equally in every respect, including rights to dividends, profits or capital, rights on
     liquidation or distribution of capital assets. In accordance with the JSE Listings Requirements, issued
     Shares must be fully paid up and the securities to be listed are freely transferable.

     Any variation of rights attaching to the ordinary shares will require the consent of shareholders in
     general meeting in accordance with the Constitution.

     There have been no previous offers of shares by 4Sight Holdings to members of the public.
7.   DIRECTORS

     Executive
      Antonie Van Rensburg (49)
      Nationality                 South African
      Business address            28 Roos Street Witkoppen, Fourways, 2191 South Africa
      Appointment date            28 June 2017
      Qualifications              - Philosophiae Doctor (PhD), University of Pretoria (1996)
                                  - MEng (Industrial Engineering) (Cum Laude), University of
                                       Pretoria (1992)
                                  - BEng (Industrial Engineering)(Cum Laude), University of
                                       Pretoria (1990)
      Occupation                  Group CEO
      Position in Company         Chief Executive Officer
      Term of office              No fixed term, but subject to the provisions of the Company’s
                                  Constitution
      Jacques Hattingh (39)
      Nationality                 South African
      Business address            Ground Floor Nexteracom Tower 1 CyberCity, Ebene Mauritius
      Appointment date            28 June 2017
      Qualifications              - CA(SA) - Bachelor of Commerce (Honours) (2000)
                                  - University of Pretoria - Certificate in Theory of Accounting
      Occupation                  Chief Financial Officer (full-time)
      Position in Company         Group Financial Director
      Term of office              No fixed term, but subject to the provisions of the Company’s
                                  Constitution
      Tinus Neethling (39)
      Nationality                 South African
      Business address            Ground Floor Nexteracom Tower 1 CyberCity, Ebene Mauritius
      Appointment date            28 June 2017
      Qualifications              - B.Sc. Information Technology (Computer Science) –
                                       University of Pretoria 1999
                                  - Numerous GSM and Information Technology courses
      Occupation                  Chief Executive Officer of Digitata Mauritius
      Position in Company         Executive Director
      Term of office              No fixed term, but subject to the provisions of the Company’s
                                  Constitution
      Gary Lauryssen (52)
      Nationality                 South African
      Business address            28 Roos Street Witkoppen, Fourways, 2191 South Africa
      Appointment date            28 June 2017
      Qualifications              BCom - University of South Africa
      Occupation                  Group Executive - Merger & Acquisitions
      Position in Company         Executive Director
      Term of office              No fixed term, but subject to the provisions of the Company’s
                                  Constitution
     Non-Executive
      Conal Lewer-Allen (47)
      Nationality                 Swedish
      Business address            Ground Floor Nexteracom Tower 1 CyberCity, Ebene Mauritius
      Appointment date            28 June 2017
      Qualifications              BSc(Elec Eng), University of Cape Town (UCT)
      Occupation                  Group Chief Marketing Officer, Digitata Mauritius
      Position in Company         Non-Executive Director
      Term of office              Subject to the provisions of the Company’s Constitution
      Geoffrey Carter (58)
      Nationality                 South African
      Business address            56A Clarensville, 56 Regent Road, Sea Point, 8005
      Appointment date            22 August 2017
      Qualifications              BA Natal University, LLB Natal University
      Occupation                  Businessman
      Position in Company         Independent Non-Executive
      Term of office              Subject to the provisions of the Company’s Constitution
      Dr Rama Sithanen (63)
      Nationality                 Mauritian
      Business address            IFS Court, Bank Street, Twenty Eight Cybercity, Ebene 72201
      Appointment date            22 August 2017
      Qualifications              - BSc Economics with First Class Honours at the London
                                  School of Economics ( LSE);MSc Economics with a Mark of
                                  Distinction at the London School of Economics (LSE)
                                  - PhD Political Science at Brunel University, London, United
                                  Kingdom
      Occupation                  Chairman and Director of International Financial Services,
                                  Mauritius
      Position in Company         Independent Non-Executive
      Term of office              Subject to the provisions of the Company’s Constitution

8.   SALIENT DATES

                                                                                                     2017
      Date on which the Private Placement contemplated in this                     Thursday, 21 September
      Prospectus will be open at 12h30 on
      Date of release of the abridged prospectus on SENS                           Thursday, 21 September
      Expected last date for indications of interest for purposes of the             Thursday, 12 October
      book build
      Date on which the Private Placement contemplated in this                       Thursday, 12 October
      Prospectus will close at 12h00 on
      Expected publication date of the final Offer Price and final number              Monday, 16 October
      of Offer Shares released on SENS
      Date on which shareholders will be advised of their allocations                  Tuesday,17 October
      Date on which funds will be debited from shareholders’ accounts               Wednesday, 18 October
      or payments made into the Company’s bank account
      Date on which the results of the Private Placement will be released           Wednesday, 18 October
      on SENS
      Date on which shares will reflect in shareholders’ accounts                    Thursday, 19 October
      Listing of securities on the JSE at 9h00 on                                    Thursday, 19 October
     A copy of the Prospectus can be obtained from:

     -   the Designated Advisor in Johannesburg; or
     -   on the company’s website at www.4sightholdings.com

9.   CORPORATE INFORMATION AND ADVISORS

     Registered address                                  Company secretary
     4Sight Holdings Limited                             Intercontinental Trust Limited
     Registration number C148335 C1/GBL)                 (Registration number 23546/5396)
     Level 3, Alexander House                            Level 3, Alexander House
     35 Cybercity, Ebene 72201, Mauritius                35 Cybercity, Ebene 72201, Mauritius
     Contact: Antonie van Rensburg                       Contact: Willem Du Preez
     +27 (11)568 0849                                    +27(11) 784 5746

     Designated Advisor                                  Reporting accountants and auditor
     Arbor Capital Sponsors Proprietary Limited          Nexia SAB&T
     (Registration number 2006/033725/07)                (Registration number 1997/018869/21)
     20 Stirrup Lane, Woodmead Office Park               119 Witch-Hazel Avenue,
     Cnr Woodmead Drive & Van Reenens Avenue             Centurion, 0046
     Woodmead, 2191                                      Contact: Tertius de Kock
     Contact: Michelle Krastanov/Tshidiso Motsifane      +27 (12) 682 8800
     +27 (11) 480 8500)

     Group Bankers                                       Attorney
     Afrasia Bank Limited                                Cliffe Dekker Hofmeyr Inc.
     (Registration number: C07067923)                    (Registration number: 2008/018923/21
     Bowen Square                                        11 Buitengracht Street
     10, Dr Ferriere Street, Port Louis, Mauritius       Cape Town, 8001
     Contact: Jenny Sum Ming Hoi                         Contact: Christoff Pienaar
     +230 403 5500                                       +27 (11) 481 6350

     Transfer Secretaries
     Link Market Services South Africa (Pty) Limited
     (Registration number: 2000/007239/07)
     13th Floor
     19 Ameshoff Street, Braamfontein, 2001
     Contact: Granville Israel
     +27 (11) 713 0866


BY ORDER OF THE BOARD
Johannesburg
21 September 2017

  

Date: 21/09/2017 12:33:00 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.

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