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4SIGHT HOLDINGS LIMITED - Distribution of circular and notice of general meeting to shareholders

Release Date: 21/08/2020 09:50
Code(s): 4SI     PDF:  
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Distribution of circular and notice of general meeting to shareholders

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


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING TO SHAREHOLDERS


1.    DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

      Shareholders are referred to the announcement published on SENS on 7 April 2020, where 4Sight advised
      shareholders that it had entered into a share sale and repurchase agreement with Edward Earnest Bartlett, Wilhelm
      Marthinus Bonnema, Brian Jonathan Collett, Hilton Denzil Goodhead, Desmond Bryan Griggs, Ronel Visagie,
      Marthinus Phillipus Neethling, the Ad Alta Trust, the Apex Trust, the Digitata Investment Trust, the Pachypodium
      Trust and the Yotta Trust (collectively, the “purchasers”), whereby 4Sight will dispose of 100% of the issued
      share capital of Digitata Limited (“Digitata”) (the “Digitata Equity”) to the purchasers for an aggregate
      consideration of R91 900 000 (the “Digitata Sale Consideration”).

      The Digitata Sale Consideration will be discharged by the purchasers selling to the Company, as part of an
      indivisible transaction, an aggregate of 290 549 558 4Sight shares (the “repurchase shares”) for an amount equal
      to the Digitata Sale Consideration (the disposal of Digitata Equity and the repurchase by the Company of the
      repurchase shares are collectively referred to herein as the “proposed transaction”).

      Shareholders are now advised that the Company has today issued a circular to its shareholders (the “circular”)
      relating to the proposed transaction. The repurchase by the Company of the repurchase shares constitutes a
      specific repurchase of shares. In terms of the JSE Listings Requirements, a specific repurchase of shares from
      related parties requires the approval of 4Sight shareholders, excluding the related parties, by way of a special
      resolution.

      A general meeting of 4Sight shareholders will be held at 10:00 SAST / 12:00 MST on Tuesday, 22 September
      2020 at the South African office of 4Sight, Battler House, 28 Roos Street, Fourways, Johannesburg, 2191, for the
      purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to be
      approved by shareholders in order to authorise and implement the proposed transaction (the “general meeting”).

      In light of the directive announced on 23 March 2020 by the President of South Africa in terms of section 27(1)
      of the Disaster Management Act, No. 57 of 2002 implementing a nationwide lockdown with effect from 26 March
      2020, which may be extended or re-instated from time to time, (the “Lockdown”) and the guidance from the
      South African Government regarding the need for social distancing as a result of the COVID-19 pandemic,
      shareholders are encouraged to make use of proxies for purposes of voting at the general meeting.

      In the event of a future Lockdown, future regulations or directives or preventative measures relating to COVID-
      19, shareholders or their proxies may be prevented from attending the general meeting in person. In such
      circumstances, 4Sight is likely to determine, by way of notice to shareholders published on SENS by no later than
      10 (ten) business days prior to the general meeting, that the general meeting will take place entirely by electronic
      means and/or that shareholders or their proxies will be entitled to vote electronically, which notice will include
      details and instructions of such arrangement.

      The circular will be available on the Company’s website at https://www.4sightholdings.com/disposal-of-
      digitata.html from Friday, 21 August 2020.

2.    SALIENT DATES AND TIMES

      The salient dates and times relating to the general meeting and the implementation of the proposed transaction
      are as follows:                                                                                                                  
                         
                                                                                                                     2020

       Last day to trade in 4Sight shares in order to be recorded in the register on the voting      Tuesday, 8 September
       record date

       Voting record date                                                                            Friday, 11 September

       Interim results for the six months ended 30 June 2020 expected to be published on            Tuesday, 15 September
       or about

       Last day to lodge forms of proxy for the general meeting with the transfer                    Friday, 18 September
       secretaries, by 10:00 SAST / 12:00 MST

       General meeting held at 10:00 SAST / 12:00 MST on                                            Tuesday, 22 September

       Results of the general meeting released on SENS                                              Tuesday, 22 September

       Expected implementation date of the proposed transaction                                     Tuesday, 22 September

       Expected date for the delisting from the JSE of the repurchase shares from the               Tuesday, 29 September
       commencement of trading on the JSE on or about

      Notes

      1.       All times given in this circular are local times in South Africa and Mauritius.
      2.       All dates and times are subject to change. Any change will be released on SENS and, if required, published
               in the press.
      3.       4Sight shareholders should note that as transactions in shares are settled in the electronic settlement system
               used by Strate, settlement of trades takes place three business days after such trade. Therefore, persons who
               acquire 4Sight shares after Tuesday, 8 September 2020 will not be eligible to vote at the general meeting.
      4.       4Sight shareholders are advised that the Company has entered into a closed period from 1 July 2020 until
               such time that it publishes its interim results for the six months ended 30 June 2020. Per the JSE Listings
               Requirements, 4Sight may not hold the general meeting to propose the share repurchase resolution to
               shareholders during a closed period. As such, the Company intends to publish its interim results for the six
               months ended 30 June 2020 on or about Tuesday, 15 September 2020. Any change to the general meeting
               date will be announced on SENS.

21 August 2020


Corporate advisor and designated advisor
Java capital

Date: 21-08-2020 09:50:00
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