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Additional Resolution to be Proposed at Special Meeting and Amended Notice of Special Meeting
4SIGHT HOLDINGS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 48335 C1/GBL)
(“4Sight” or “the Company”)
ISIN Code: MU0557S00001 JSE Code: 4SI
ADDITIONAL RESOLUTION TO BE PROPOSED AT SPECIAL MEETING AND AMENDED
NOTICE OF SPECIAL MEETING
Introduction
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 announcement released on SENS on 5 September 2019 advising of the
distribution of a notice convening a special meeting of shareholders pursuant to
the above request.
Additional Resolution to be Proposed at the Special Meeting
Shareholders are advised that the Board has received a request from other
shareholders holding at least 5% of the voting rights on the issued share capital of
the Company requesting that an additional resolution providing for the
appointment of Mr Jacobus Botha as a director of the Company be placed on the
agenda for consideration at the Special Meeting.
In terms of section 119 of the Mauritian Companies Act, read with paragraph 9(a)
of the Fifth Schedule, a shareholder may give written notice to the Board of a matter
the shareholder proposes to raise for discussion or resolution at the next meeting of
shareholders at which the shareholder is entitled to vote. The Board has accordingly
resolved to include the resolution providing for the appointment of Mr Botha in the
resolutions for consideration and, if deemed fit, approval by shareholders at the
Special Meeting and an amended Notice of Special Meeting (“Amended Notice of
Meeting”) incorporating the additional resolution and an amended form of proxy
will be posted to shareholders.
A summary of Mr Botha’s curriculum vitae is set out below:
Jacobus (Jaco) Botha (48) South African
B.Eng (Industrial Engineering)
Jaco Botha has over 24 years’ experience in Management, Mining and Process
Simulation, Rail Modelling, Industrial Engineering, Logistics and Feasibility Studies.
Jaco started his career as a Logistics Engineer at Fluor South Africa, specialising in
computer simulation studies in the mining industry. Jaco left South Africa in 1998 to
gain international experience in the UK in 1998 and the USA from 1999 to 2004 for
software development and consulting companies.
Upon his return to South Africa in 2004, Jaco founded Simulation Engineering
Technologies (Pty) Ltd (“SET”). During his time as managing director of SET, he has
built the company to become the largest specialist computer simulation company
in South Africa, providing specialist consulting services and becoming a partner of
international simulation software companies, including Simio and SimMine®. Jaco
leads a team of industrial engineers that have completed over 200 successful studies
in Southern Africa, Canada and the USA. SET has been part of the 4Sight Group for
the past 18 months. In this time, Jaco has been part of the Executive team of the
Mining, Manufacturing and Energy Cluster.
Amended Notice of Special Meeting
Shareholders are advised that the Special Meeting of 4Sight shareholders will still be
held on Friday, 11 October 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 Tuesday, 8 October 2019. A
copy of the Amended Notice of Special Meeting will be made available on the
Company’s website: www.4sightholdings.com, on Friday, 27 September 2019.
Important Dates and Times
Shareholders are advised and reminded of the following important dates and times
in relation to the Special Meeting:
2019
Record date in order to be eligible to receive the
Amended Notice of Special Meeting Friday, 20 September
Amended Notice of Special Meeting distributed to
Shareholders Friday, 27 September
Last day to trade in order to be eligible to vote at the
Special Meeting Tuesday, 1 October
Record date in order to be eligible to vote at the
Special Meeting Friday, 4 October
Last day to lodge forms of proxy for the Special
Meeting by 10h00 Wednesday, 9 October
Special Meeting at 10h00 Friday, 11 October
Results of Special Meeting released on SENS Friday, 11 October
Supplementary Circular
Shareholders were advised in the Notice of Special Meeting that the shareholders
proposing the reconstitution of the Board are all employees of the Company, having
sold their respective companies to 4Sight during the 2018 financial year and that a
supplementary circular containing the views of the Board will be made available to
shareholders on or before Tuesday, 1 October 2019 and published on the
Company’s website.
Mauritius
27 September 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 27/09/2019 10:38:00
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