iOCO Limited (IOC) Earnings Call Transcript & Summary

Ladies and gentlemen, it is my pleasure to welcome you all to the General Meeting of EOH Holdings Limited shareholders. I also extend a welcome to my fellow directors and members of management present here today, and I would like to take this opportunity to introduce my fellow directors to you. In alphabetical order, the nonexecutive directors are Jesmane Boggenpoel, Mike Bosman, Bharti Harie, Andrew Marshall, Jabu Moleketi, Nosipho Molope and Sipho Ngidi. The Executive Directors are Stephen van Coller, the Chief Executive Officer; Megan Pydigadu, the Chief Financial Officer; Fatima Newman, Chief Risk Officer. Please take note that only shareholders who are reflected on the share register or persons who are in position for a valid proxy are entitled to ask questions and vote at this meeting. Any person not so entitled may however, pose questions after the conclusion of the meeting. The purpose of this meeting is to consider and if deemed fit, pass with or without modification, the resolutions as set out in th secular to the EOH shareholders dated 7 April of 2022, in respect of the proposed disposal of the Information Services group. As disclosed in the secular and previously published on SENS, EOH Mthombo, a wholly owned subsidiary of EOH has entered into an agreement to dispose of the Information Services Group to [indiscernible] for a cash consideration calculated with reference to an enterprise value of ZAR 145 million. The transaction constitutes a Category 1 transaction in terms of Section 9 of JSE listings requirements, requiring the approval of EOH shareholders by way of approval of the resolution. The proceeds of the transaction, net of cost, will assist EOH in creating a more sustainable capital structure and will primarily be applied to reduce debt. EOH is confident that [ Light Rob ] is the right partner to unlock Information Services' full potential, enabling both future growth and international expansion. In terms of quorum, there are at least 3 shareholders present at the meeting who are entitled to attend and vote. And sufficient persons are present at the meeting to exercise in aggregate, at least 25% of the voting rights that are entitled to be exercised in the respect of the matters to be decided upon at the meeting. Accordingly, I declare that the quorum required in terms of the company's act and the company's memorandum of cooperation for the holding of this general meeting and the passing of the resolution set out in the notice of the general meeting is present, and I declare the metered duly constituted. In terms of voting procedures, shareholders will be given the opportunity to put written questions related to the business of the meeting at any time, and the questions will be answered prior to the completion of voting on the resolutions. In accordance with the authority granted to me in terms of the company's act and the company's memorandum of corporation, I direct that a poll will be taken on all the resolutions set out in the notice. Such poll voting shall be conducted entirely electronically as contemplated in Section [indiscernible] of the company's act in the memorandum of the corporation through the electronic online facility. For the purposes of the poll, I nominate a representative of the transfer secretaries team Computershare present at this meeting to act as scrutineers. I will now open the voting on the electronic online facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions. You will still be able to send messages and view the webcast as whilst the poll is open. The results of all resolutions will be announced prior to the conclusion of the meeting. The representatives from Computershare are available for any assistance that you may require. In terms of the notice of the meeting, I [indiscernible] you to the notice of the General Meeting contained in the secular distributed to shareholders and ask that you take the notice of the meeting as well. Is that agreed, Director?. We shall now proceed with the business of the meeting and voting on resolutions. Number one, ordinary resolution #1, which is the disposal of 100% of the issued share capital of Information Services Group. To obtain shareholder approval by way of an ordinary resolution in terms of paragraph 9.20 of the JSE Listing requirements for the disposal by EOH Mthombo Proprietary Limited, which is a subsidiary of EOH Holding Limited, of the Information Services Group comprising 100% of the issued share capital of each of Hoonar Tekwurks Consulting South Africa Proprietary Limited, Managed Integrity Evaluation Proprietary Limited, Xpert Decision Systems Proprietary Limited and Zenaptix Proprietary Limited to Bachique 842 (Pty) Ltd as to when the implementation of the sale of shares agreement dated 10 March 2022. I put the motion for the passing of ordinary resolution number one in respect of the disposal of 100% of the issued share capital of Information Services Group. Kindly complete your electronic voting in respect of ordinary resolution #1. Thank you. I shall now move on to ordinary resolution #2. Ordinary resolution #2, which is the authority to give it back to resolution one. The purpose of ordinary resolution #2 is to authorize any Director of the company or the company's secretary to sign all such documents and do all such things as may be necessary for the implementation of ordinary resolution #1, as proposed at this general meeting. I now put the motion for the passing of ordinary resolution 2. Kindly complete your electronic voting in respect of ordinary resolution #2. We will now answer all questions written and otherwise while you compete the voting. Are there any questions?

No questions at the moment here. If we could give participants about 30 seconds. Okay.

Okay. Voting now be closed. ordinary resolution 1, which is the disposal of 100% of the issued share capital of Information Services group. We've got 99% for, only 0.07% against. So this resolution passes. Ordinary resolution 2, authority to give it back to resolution 1 or to the resolution. We've got for 99.9% and against 0.07%. This therefore, means that both resolutions are passed. I thank you very much. Ladies and gentlemen, that concludes the general meeting. And I thank you for your attendance and participation.