CVN - Convergenet Holdings Limited - Media statement
CVN
CVN
CVN - Convergenet Holdings Limited - Media statement
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000102067
("ConvergeNet" or "the company")
Media statement
As incoming chairman of ConvergeNet, I have taken note of the
announcement today by a group of ConvergeNet shareholders that they have
acquired a substantial shareholding in the company which, if combined
with the holding of another shareholder would constitute a 53% majority
shareholding in ConvergeNet. This take over was not initiated by the
board, but the board will facilitate the mandatory offer as required by
the regulators. The board of directors will consider that announcement in
due course. However, I wish to state the following:
ConvergeNet shareholders, customers, suppliers and staff are advised that
the announcement has no immediate effect on the board, management or
operations of the company. ConvergeNet is a successful company which has
produced good results, has a strong balance sheet, a skilled workforce, a
good order book and a substantial share of the market in which it
operates. I have invited all parties including the offerors to make a
clear commitment to honour all existing arrangements and the good
standing of the company with its stakeholders.
Once the mandatory offer is made to minority shareholders, the board will
appoint an independent board to advise minority shareholders, with the
assistance of independent experts, on whether the offer is fair and
reasonable.
The mandatory offer would take several months to complete as the board
seeks to comply with all regulatory requirements governing takeovers.
In terms of the Companies Act and the regulations during an offer period,
no changes are permitted to the board of directors whether resignations
or new appointments. The recent director resignations had been received
before the board was made aware of the change in control and Firm
Intention Announcement and were primarily motivated due to two directors
being located in London and Cape Town and, due to personal reasons,
wanting to reduce travel and time commitments associated with the board
and committee meeting requirements. The third director had sold his
interest in the business and was no longer employed in an executive
capacity.
Operational management rests largely with the managing directors and
management teams in the various subsidiary companies and this remains
intact for the foreseeable future.
We are therefore at the start of a process. As ConvergeNet chairman, I
would like to assure all stakeholders that during this process the
company`s focus will be on maintaining and expanding the business and
continuing our record of excellent service to customers.
By order of the board
Johannesburg
22 February 2012
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Date: 23/02/2012 07:10:31 Produced by the JSE SENS Department.
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