RESULTS OF ANNUAL GENERAL MEETING. CHAIRMAN'S STATEMENT AND CHANGES TO THE BOARD
ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH ISIN: ZAE000031035
("ADvTECH" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING. CHAIRMAN'S STATEMENT AND CHANGES TO THE BOARD
ADvTECH shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Tuesday, 28 July 2015, all the ordinary and special resolutions as set out in the notice of AGM, with the exception of ordinary resolution number 9 (dealing with the issue of shares for cash), were approved by the requisite majority of shareholders present or represented by proxy.
The meeting was well attended with 382 234 615 ADvTECH shares, representing 84,01% of the total ordinary issued share capital of ADvTECH, voting in person or by proxy.
The resolutions proposed at the AGM, together with the percentage of shares abstained (as a percentage of total issued share capital of the Company), as well as the percentage of votes carried for and against each resolution (as a percentage of shares voted), are as follows:
1. Ordinary resolution number 1: Adoption of annual financial statements
2. Ordinary resolution number 2: Re-election of Mr. C.H. Boulle as a non executive director
3. Ordinary resolution number 3: Re-election of Professor B.M. Gourley as a non-executive director
4. Ordinary resolution number 4: Re-election of Mr. J.C. Livingstone as a non executive director
5. Ordinary resolution number 5: Re-election of Mr. C.H. Boulle as a member of the audit committee
6. Ordinary resolution number 6: Re-election of Professor B.M. Gourley as a member of the audit committee
7. Ordinary resolution number 7: Re-election of Mr. M. Nyati as a member of the audit committee
8. Ordinary resolution number 8: Appointment of auditors
9. Ordinary resolution number 9: Issuing of shares for cash
10. Ordinary resolution number 10: Non-binding advisory vote – Remuneration policy
11. Special resolution number 1: Conversion of shares from par value to no par value
12. Special resolution number 2: Non-executive directors' fees
13. Special resolution number 3: Loans or financial assistance to subsidiaries and related or inter-related companies
14. Special resolution number 4: General authority to acquire the Company's own shares
In a statement at the meeting, the chair reported that:
- The Tertiary division completed its turnaround last year and continues to perform strongly;
- The Resourcing division maintained market share in challenging economic market conditions;
- Technology and online learning investments are showing good promise;
- The Schools division continues to deliver on its promise of academic excellence;
- The integration of the Maravest and Centurus groups and the Gaborone International School in Botswana into the ADvTECH group are progressing well and according to plan;
- The R3bn capital investment programme will continue to support greenfields development and carefully selected acquisitions in South Africa and elsewhere on the African continent;
- As announced on SENS on 8 July 2015, both basic earnings per share ("EPS") and headline earnings per share ("HEPS") for the six months ended 30 June 2015 will be 20% to 30% higher than the comparative reporting period for the six months ended 30 June 2014. The increased earnings were the result of organic growth delivered by the successful roll out of the Company's growth strategy over the past few years;
- Enrolments were up 71% at the beginning of 2015 and are set to continue increasing at a rapid rate as the Company's growth strategy matures, and is expected to translate into increased earnings and share price growth for the foreseeable future.
With reference to the speculation about the Conditional Firm Intent to Make an Offer ("the proposal") to the ADvTECH board by Curro, the chair re-iterated that the Board has, with due regard to its fiduciary duties to the Company, reached the unanimous conclusion that the proposal is not in the best interests of the Company or its stakeholders and advised that it will not pursue further discussions with Curro in this regard. The full text of the chair's detailed statement is available on the Company's website – wwww.advtech.co.za.
The retirement of Jeff Livingstone, who did not make himself available for re-election at the meeting, was noted. Jeff joined the Board in 2008 and at various times served as chairman of the audit committee, and as a member of the audit, risk, remuneration and litigation committees. In August 2014 he stepped in as acting chairman. The new chair, Chris Boulle said: "Jeff's wise counsel and guidance will be sorely missed; the Company's loss however will be his family's gain as he is able to spend more time with his family."
Chris Boulle has been appointed as chairman of the Company. He was appointed an alternate director to Hymie Levin in September 2011, as independent non-executive director in March 2013, and has served more recently as lead independent director. In line with sound corporate governance practice, Chris will step down as chairman of the audit committee.
The search for a new Chief Executive Officer ("CEO") is well underway. Frank Thompson, who was appointed interim CEO in March 2015, will remain on in this position until an appointment is made. Boulle said: "We are very grateful to have someone of Frank's calibre and intimate knowledge of all aspects of the business to lead the Company."
The appointment of Keith Warburton as an independent non-executive director of the Company with effect from 28 July 2015 was announced. Keith is a CA and has a background spanning a number of years in commerce. His most recent experience has been as CFO and COO Clicks Holdings Ltd.
Johannesburg
28 July 2015
Sponsor and Corporate Advisor: Bridge Capital Advisors Proprietary Limited