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Acquisition of Foursight Holdings Ltd and its subsidiaries and withdrawal of cautionary announement
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
ACQUISITION OF FOURSIGHT HOLDINGS LIMITED AND ITS SUBSIDIARIES (“FOURSIGHT SOUTH
AFRICA”) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT (“ACQUISITION”)
Introduction
The board of directors of 4Sight Holdings is pleased to announce that the Company has
entered into a sale of shares agreement with Antonie van Rensburg and Loan Account Holders
(providing also for Subscription Shares) (together the “Sellers”) of Foursight South Africa for the
acquisition of the entire issued share capital and loan account claims of the Foursight South
Africa group with effect from 1 January 2018. Foursight South Africa and its subsidiaries will
become subsidiaries of 4Sight Holdings and will adhere to the provisions of paragraph 10.21 of
Schedule 10 of the JSE Listing Requirements.
Description of Foursight South Africa
Foursight South Africa was originally created as a public holding company in 2016 to acquire
Industry4.0 technology companies operating in digitization implementation, data science, data
management, process mining, dashboard technology, enterprise architecture and customer
relationship management solution areas, and ultimately listing on the JSE. Initial funders were
also secured to fund the initial acquisition and listing strategy.
This process was put on hold when Foursight South Africa approached Digitata Limited
(“Digitata”) to join the group and, following a request from Digitata, a Mauritian holding
company was established for the listing, namely 4Sight Holdings. Pursuant to the listing of 4Sight
Holdings, the various acquisitions can now be concluded.
Accordingly, Foursight South Africa has concluded the acquisition of the following companies
through a series of agreements as follows:
- 100% of Casewise South Africa Proprietary Limited, which sellers are unrelated to 4Sight
Holdings.
- 100% of Visualitics Proprietary Limited, a company associated with Antonie van Rensburg, a
director of 4Sight Holdings; and
- 87% of Fleek Consulting Proprietary Limited, a company associated with Gary Lauryssen, a
director of 4Sight Holdings;
The above companies provide data analytic consulting and solutions, which supports the larger
telecommunications, media and property solutions (Digitata) and the mining and
manufacturing group solutions (BluESP Holdings Proprietary Limited (“BluESP”) and AGE
Technologies JHB Proprietary Limited (“AGE Technologies”)).
Description of Casewise
Casewise was originally founded as a CC but was converted to a private company on
18 September 2017. Chris van Zyl, founder of Casewise, has successfully grown the company
over the last decade into a successful business, specialising in enterprise architecture and
enterprise data modelling and design; the cornerstones of enabling digitization of physical
assets. These data management tools form the basic design and deployment tools of
analyzing, constructing, and deploying data in Industry4.0 applications.
4Sight Holdings plans to use Casewise as the backbone data management capability across
the group and will enable an end-to-end data management solution for the “analysis” focus in
4Sight Holdings with a complete offering from real-time data analytics, big data, process
mining, business process management(BPM) and workflow solutions.
Chris van Zyl and Antonie van Rensburg have been working together since 1995 on the first
implementation of business and enterprise architecture solutions in South Africa, and as part of
the 4Sight Holdings group, Casewise’ technologies and services will assist the group’s customers
to transform into Industry4.0 companies.
Description of Visualitics
Professor Antonie van Rensburg founded Visualitics Proprietary Limited (“Visualitics”) in 2009
(formerly a Closed Corporation and converted to a private company on 9 February 2017), as
one of the first true data science companies in South Africa. From its outset, Visualitics focused
on the delivery of bespoke data science solutions for customers, which required a unique blend
of capabilities to solve difficult business problems. In this process, the foundation was
established for 4Sight Holdings to focus on creating Industry4.0 solutions by the steps of
“visualize”, “digitize”, “analyze” and “optimize”.
From a technology perspective (“digitize”), Visualitics developed sensor technologies to
measure pedestrian movements in a non-intrusive manner for clients (over 90 million unique
customer movements have been logged, analysed and presented to clients in retail, property
development and media), to the extreme of building new spatial-economic models for
competition law enforcement (“optimize”).
Prior to the establishment of Visualitics, Antonie had been running his own management
consulting company since 1991, offering change management services to international
customers in the areas of business engineering, enterprise transformation and re-engineering.
This provides Visualitics with the unique capability to understand Industry4.0 change, and to
assist customers to digitize their business strategies and operations through the 4Sight Holdings
capabilities; using the technologies of Artificial Intelligence, Machine Learning, Big Data and
block chain.
Visualitics primarily enables various 4Sight Holdings subsidiaries with the visualization capability –
assisting customers to embrace the Industry4.0 transformation process for business model
disruption, new services or productivity improvement.
This means customers can visualize their physical world in a digital operation, convert it into a
meaningful business case, and develop an implementation plan with business change goals
during the industry4.0 transformation. As the technology impacts processes, and processes
requires people to change, Visualitics supports the customer through this process to use, adapt
and implement new technologies to drive out Industry4.0 economic value.
Visualitics’s data science experts have the unique capability to link business strategy to data
bytes and bits - from an optimization perspective the international team of data science
experts transform data into intelligent algorithms to support the clients Industry4.0 strategies.
From a 4Sight Holdings group perspective, Visualitics will initiate a joint team from the BluESP,
Digitata and Visualitics teams to construct new intelligent algorithms to address new
applications such as intelligent offers in retail applications, spearheaded by the top data
scientists in the group.
Visualitics has global data science centers of excellence which focuses on domains such as
Geo-spatial data analytics, change management, enterprise portfolio management, data
science algorithms, supply chain optimization, people empowerment teams, business
performance systems, enterprise risk management, simulation engineering technologies and
mobile device process applications.
Industry4.0 transformations impact certain generic business functions. As such Visualitics has
developed, implemented and offered cloud-based solutions in on-demand workforce
optimization, as well as enterprise risk management solutions. The workforce optimisation is split
across physical capacity provisioning, as well as preventative health care analytics in terms of
productivity measurement and optimization. The ability to execute on these solutions has been
secured through acquisitions, and as such Visualitics owns stakes in the following companies:
a) Sirbie Proprietary Limited (50%) which was started in 2014 by Carmen van der Merwe and
Antonie van Rensburg to create and operate a cloud-based online workforce platform
(www.sirbie.com) to cater for professional and specialized skills in the data science and
Industry4.0 industry. The main function of the platform is to link corporate specialist
requirements for the 4Sight Holdings Group and 4Sight Holdings subsidiary customers to
internal and external specialists to ensure a quick turn-a-round on bespoke data science
requirements. Internationally, up to 40% of the data science workforce currently deals
through on-line platforms, and large corporates are starting to move their traditional
recruitment and sourcing functions through similar platforms. Our vision is increase the
analytical capability of the platform to incorporate gamification technology from Digitata
Insights into worker evaluation, as well as increasing the Artificial Intelligence capabilities
to match work and skills.
b) Sakhu Management Systems Proprietary Limited (30%), is a Level 2 BBBEE service company
owned 70% by Mrs Wezi Ximiya to supplement and support 4Sight Holdings' South African
subsidiaries in two ways. The first is in the context of enterprise development, social
development and skills training, while the second focus is to provide skills and advisory
services in enterprise portfolio management, change management and business analysis.
The 4Sight Holdings prospectus stipulated the commitment to BBBEE initiatives in the South
African market. The investment in Sakhu is in line with these initiatives and bring Sakhu into
the 4Sight Holdings group as an associate.
c) Corporate Lifestyle Management Proprietary Limited (51%) (“CLM”), is a company
established in 2016 to focus on healthcare analytics. Visualitics has been involved in the
healthcare industry since 2011 in the areas of elective surgery risk models, data
management, mortality prediction models, health care insurance and risk models, as well
as health care competition analytics. For the healthcare industry, the expertise and
capabilities have been moved into CLM for growing the health care vertical industry
cluster from this relationship.
d) Combined Source Trading Proprietary Limited (25%), trading as OneSource specializes in
Enterprise Risk Management - (ERM) - tools, processes and capacity building. With the
increase in corporate governance and risk management, a stake in OneSource was
secured to provide an ability to build enterprise risk models from source data in
organizations - that is the ability to offer a quantitative opinion of risk, rather than current
method of subjective opinions of enterprise risk. This venture ensures that both parties
develop the intellectual property in analytical products which will grow in importance as
enterprises transforms into digital organizations, and increases their risk operating as
Industry4.0 companies.
None of the shareholders in these four companies set out in a) to d) are related to any of the
directors in Foursight South Africa, or 4Sight Holdings.
Description of Fleek
The 4Sight Holdings portfolio strategy is to invest into the Industry4.0 ecosystem – a system
connected by communication networks, mobile, fixed line and wireless. With the Digitata
acquisition, 4Sight Holdings acquired the algorithms, capabilities and know-how on mobile
networks to dynamically price content in time and on location, as well as having the means to
reach and engage customers on these networks. The investment in Fleek provides 4Sight
Holdings with the ability to digitise and optimise business-to-consumer communication
touchpoints through fixed line networks, using “Voice-over-Internet Protocol (VOIP) in a cloud-
based call centre and Private Branch Exchange (PBX) solution environment.
Today Fleek is a South African provider of cloud-based telecommunication solutions to small
and medium-sized businesses, and earns all its revenue as a pure flat-fee “software-as-a-
service” through direct and indirect sales channels. The cloud-based solution provides a
business with the means to cost-effectively engage directly with customers for higher
conversion rates, track and manage campaigns in real-time with accessible and intuitive
portals, deliver any type of marketing campaign from script lists, and integrate with most
Customer Relationship Management (CRM) systems.
4Sight Holdings plans to increase the Fleek offering by integrating advanced data analytics
with the solution to increase the ability to offer intelligent customer campaigns in real-time. In
addition, the Digitata Insight’s business of Location-based Advertising (LBA) will be offered as an
add-on service to existing Fleek customers when mobile targeting is required.
Fleek’s customer base includes the likes of marketing departments, debt collection, insurance,
outbound sales, customer service centres, emergency service centres and many more
companies in the small to medium-size.
Consideration
The consideration for the Acquisition is R85 573 600 payable in cash of R11 690 000 and through
the issue of 36 941 800 4Sight Holdings shares at R2.00 per share, which shares will be issued
following the completion of the conditions precedent below. The consideration will be payable
to the Sellers as follows:
Name Number of shares Number of shares Cash portion
Subscription and Loan Account
Sale Shares Holders R
Chris van Zyl 8 000 000 - 4 000 000
BP Architect Consulting Services CC 2 501 000 2 750 000 5 000 000
Triumph Investments Ltd 3 482 896 1 750 000 600 000
Stephen Strydom 5 359 345 -
Fernwood 1 643 736 - 600 000
Don McArthur 574 023 -
Martin Moller 150 000 -
Jurie Vosloo 150 000 -
Ettiene Supra 75 000 -
Pierre Malan 50 000 -
Chris Dias 75 000 -
Ryan Kyle Schuddinh 75 000 -
Shan Lauryssen 715 000 -
Dean Lauryssen 100 000 -
Estelle de Jong 550 000 -
Adriaan Vermaak 50 000 -
Willie Ackerman 412 500 -
Eduard de Vries 412 500 -
Azure Dee de Graaf 70 000
Hendrik Jacobs 400 000
Derek Michael Sole 100 800
Michael Keith Milligan 100 000
Johannes Petrus Dreyer 700 000
Thomas Nicholas Carolin 200 000
Rudolph Petri Dreyer 2 000 000
Ethel Viljoen 20 000
Lise van Rensburg 100 000
Chris van Zyl 1 600 000
Naas Ferreira 55 000
Frederik Nel 500 000
ConatusOne 2 000 000
Christiaan van Rensburg 200 000
Wezi Ximiya 20 000
Gary Lauryssen Family Trust 990 000
The Jabulani Trust 500 000
Total 24 376 000 12 565 800 R11 690 000
The portion of the consideration payable to related parties is set out below:
Company Related party Shares at R2.00 Cash portion Total
per share R
Foursight South Antonie van 1 000 - 2 000
Africa Rensburg
Visualitics and Antonie van 5 250 000 5 000 000 15 500 000
loan funding Rensburg
Fleek and loan Gary Lauryssen 5 232 896 1 590 000 12 055 792
funding
Total 27 557 792
Rationale for the acquisition of Foursight South Africa
Similar to the recently announced acquisitions of BluESP and AGE Technologies, the acquisition
of Foursight South Africa remains in line with 4Sight Holdings’ acquisitive and organic growth
strategy of acquiring Industry4.0 companies.
4Sight Holdings focuses on acquiring and delivering intelligent algorithms, design and
implementation and capabilities are required to optimally implement intelligent algorithms into
different industry segments. With the Foursight South Africa acquisition, these important
capabilities are incorporated into the overall 4Sight Holdings group structure.
The Acquisition complements the 4Sight Holdings strategy of investing into Industry4.0
subsidiaries which enables 4Sight Holdings to offer intelligent algorithms for decision-support in
multiple industries, and in various key business processes.
Financial Information
Foursight South Africa was incorporated on 17 November 2016 as a holding company and,
other than acquiring controlling interests in Visualitics, Fleek and Casewise, has not operated
during the period from incorporation to date and its first reporting period end is 31 December
2017. Accordingly, financial information on the subsidiaries acquired by Foursight South Africa is
set out below.
The net profit after tax and net asset values of Visualitics, Fleek and Casewise as extracted from
the Annual Financial Statements of the respective companies are set out below.
Company Year end Net profit/(loss) after Net asset value
tax
Visualitics 31 December 2016 210 111 95 955
Fleek 28 February 2017 115 660 (1 578 094)
Casewise 28 February 2017 (1 524 170)* 498 865
* - includes a once-off charge for the acquittal of a loan of R2 236 000.
The net profits before tax of Visualitics, Fleek and Casewise as extracted from the management
accounts of the respective companies for the period ended 31 October 2017 are set out
below.
Company Period commencing Net profit before tax
Visualitics 1 January 2017 1 244 167
Fleek 1 March 2017 585 917
Casewise 1 March 2017 1 968 736
The year ends of Foursight South Africa and its subsidiaries have been changed to
31 December 2017, where necessary, in order to align the year ends to the year end of 4Sight
Holdings.
Conditions precedent
The acquisition of Foursight South Africa is subject to the following conditions precedent:
- the approval by the Board of directors of 4Sight Holdings by not later than 31 January
2018;
- the conclusion of a satisfactory due diligence process on Foursight South Africa and its
underlying subsidiaries, namely Visualitics, Fleek and Casewise by no later than
31 January 2018;
- approval of the shareholders of Foursight South Africa; and
- any other regulatory approvals to the extent necessary
Classification of the transaction
The Acquisition is classified as a Category 2 transaction in terms of the JSE Listings Requirements
pertaining to companies listed on the Alternative Exchange of the JSE and thus shareholder
approval is not required.
Antonie van Rensburg and Gary Lauryssen are both founders and directors of Foursight South
Africa and are directors of 4Sight Holdings and so are related parties. The transaction has a
categorisation of just over 10% and accordingly a fairness opinion will be required in
accordance with the JSE Listings Requirements, which fairness opinion must conclude that the
transaction is fair, failing which shareholder approval will be required.
Withdrawal of cautionary announcement and supplementary prelisting statement
Shareholders are referred to the cautionary announcement last published on 5 December 2017
and are advised that following the publication of this announcement, caution is no longer
required when dealing in the Company’s securities.
As previously announced, the Company will be consulting with the JSE regarding the need to
publish a supplementary prelisting statement, which will probably include an updated profit
forecast, particularly for the year ending 31 December 2018 as the impact on the forecast for
the six months ended 31 December 2017 as contained in the Prospectus is likely to be
immaterial.
15 January 2018
Mauritius
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 15/01/2018 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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