4Sight Holdings board replaced in dramatic shake-up

Four more directors have quit the board of JSE-listed technology group 4Sight Holdings, though the latest shake-up, which includes the appointment of seven new directors, may finally bring some stability to the troubled company.

Vincent Raseroka, Gary Lauryssen, Jason du Plessis and Tinus Neethling all resigned from the board on Tuesday.

Joining the board are Tertius Zitzke (who will act as CEO), Eric van der Merwe (acting chief financial officer), Marichen Mortimer, Johan Nel, Christopher Crowe, Andrew Murgatroyd and Herman Singh. The board intends confirming Zitzke and Van der Merwe permanently to the CEO and CFO positions.

Raseroka will leave 4Sight with immediate effect after also resigning as an employee. Lauryssen and Du Plessis will remain employed there. Neethling will remain in his current role as telco cluster head.

Jaco Botha and Rudi Dreyer, who had been seeking to join the board, have agreed not to pursue their appointment “to allow for a better board balance in terms of King IV (corporate governance requirements) and have accordingly withdrawn their consent to act as directors”.

The outgoing financial director, Jason du Plessis, will continue to assist the group with the finalisation of the interim results for the six months ended 30 June 2019, which will be published later than required under JSE rules.

Drama

The latest developments come just two weeks after TechCentral reported that shareholders of 4Sight Holdings had demanded an explanation as to why a special meeting, which took place on 11 October to remove and appoint directors, was “improperly” and “unlawfully” adjourned.

The drama surrounding the JSE-listed technology company intensified following the aborted meeting, with a legal letter, seen by TechCentral, showing some shareholders — claiming to be in the majority — were prepared to take legal action to find a solution to their grievances.

At the heart of the dispute was a battle between rival shareholder groupings for control of 4Sight.

Ahead of the 11 October special meeting, two directors resigned from 4Sight’s board. Geoffrey Carter — chairman of 4Sight’s audit and risk committee — resigned on 7 October warning of “belligerent breaches in corporate governance, ill-disciplined financial transgressions and continuous disagreements” regarding the “interpretation to (sic) certain clauses in the sale of shares agreement”. A day later, the chairman, Rama Sithanen, resigned with immediate effect “due to his intention to re-enter politics in Mauritius”.

The drama at the company started on or before 23 August, when 4Sight issued a statement informing shareholders that the board had received correspondence from a shareholder holding at least 5% of the voting rights in the company that required it to call a special meeting, the aim being to reconstitute the board.

The meeting was called to comply with a demand from shareholders Morne Swanepoel (who holds 14.6% of the company’s equity); Jaco Botha (12.4%); Mari-Louise Zitzke (11.6%); and Tertius Zitzke (3.1%). All four individuals had sold their companies to 4Sight in the 2018 financial year.

4Sight said on Wednesday it was no longer necessary to hold reconvene the special meeting of shareholders, as had been planned, given that the latest board changes were “consensually” agreed to.

Earlier this month, 4Sight told shareholders that its board had been informed that the directors of Foursight Holdings, the “intermediary holding company of some of the South African subsidiaries”, had passed a resolution placing Foursight into business rescue. Foursight, the statement from 4Sight said, is “heavily dependent on the cash flows in the form of dividends and management fees from its profitable subsidiary companies. These flows of funds had not materialised, thus placing Foursight Holdings in financial distress.”

On Wednesday, it said Foursight “holds substantial assets but had a liquidity issue in relation to operational expenses”.

“It is expected that with the restructure of the 4Sight board, the liquidity issues faced by Foursight will be promptly resolved and the business rescue will be lifted shortly.”  — © 2019 NewsCentral Media