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Alviva - changes to the board and committees
The board of directors ("the Board") is pleased to advise shareholders of the following appointments to the board and its committees with immediate effect. The changes have been done to further strengthen the independence of the board and following the resignation of Ms N Medupe as director, chairperson of the audit and risk committee and member of the remuneration committee.
Ms P Natesan, the current lead independent director, is appointed as chairperson of the audit and risk committee and steps down as a member of the social and ethics committee.
Ms M G Mokoka is appointed as an independent non-executive director and a member of both the audit and risk committee and remuneration committee.
Mr P N Masemola is appointed as an independent non-executive director and member of the social and ethics committee.
Composition of board committees
Following the above changes the board and committees of the board are composed as follows:
The board:
The board will comprise of seven directors, two executive directors and five non-executive directors. The executive directors are the chief executive officer and the chief financial officer. Four of the five non-executive directors are independent. The chairperson, who is a non-executive director, is not considered to be independent and thus a lead independent director is appointed.
The board:
- Mr A Tugendhaft - non-executive director - chairperson
- Ms P Natesan - independent non-executive director - lead independent director
- Ms SH Chaba - independent non-executive director
- Ms MG Mokoka - independent non-executive director
- Mr PN Masemola - independent non-executive director
- Mr P Spies - CEO
- Mr RD Lyon - CFO
Audit and risk committee:
Ms P Natesan - chairperson
Ms SH Chaba - member
Ms MG Mokoka - member
Remuneration committee:
Ms SH Chaba - chairperson
Ms MG Mokoka - member
Mr A Tugendhaft - member
Social and ethics committee:
Ms SH Chaba - chairperson
Mr PN Masemola - member
Mr JV Parkin - member
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Alviva - acquisition of the Synerg Group - update
Shareholders are referred to the SENS announcement dated 13 June 2019, which provided that Alviva, through its subsidiary DCT Holdings Proprietary Limited ("DCT"), entered into a sale of shares agreement to acquire 70% of the issued share capital of SynergERP Proprietary Limited ("Synerg SA") ("the Acquisition").
On Tuesday, 16 July 2019, an addendum to the original sale of shares agreement was concluded by the parties, primarily to amend the purchase price payable by DCT for the Acquisition.
The purchase price for a 70% shareholding in Synerg SA, is payable in cash in two instalments.
Payment 1 has reduced to R55.4 million (previously R63.1 million). This payment is payable on the closing date of the transaction, expected to be on Friday, 19 July 2019 ("Closing Date").
Payment 2 is calculated with reference to a price formula being:
o (the actual after tax profits achieved by Synerg SA and its subsidiaries SynergIT (Pty) Limited and Synerg300 (Pty) Limited, in respect of the financial year ending 31 December 2019, multiplied by a PE of 8.7 and multiplied by 70%) less Payment 1.
Payment 2 will be made on the completion of the 2019 audited accounts.
The maximum purchase price payable by DCT in respect of the 70% acquisition of Synerg SA is R108 million.
Although the total purchase price payable in terms of the original and the revised transaction may yield similar results, the new transaction structure put more weighting on future performance than the previous structure.
The acquisition of Synerg SA will be effective from 1 July 2019. The last of the conditions precedent to the Acquisition has been fulfilled on Tuesday, 16 July 2019. The Acquisition will be implemented on the Closing Date.
Save as disclosed above, there has been no significant change and no significant new matter that has arisen since publication of the previous announcement.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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