AYO shareholders vote in favour of PIC settlement agreement — locking in PIC loss of at least R2.5-billion

A rescheduled general meeting yesterday saw Ayo shareholders vote in favour of the AYO settlement agreement with the Public Investment Corporation (PIC) that was made an order of court in March last year.

Amit Makan, chief executive of AYO said the endorsement reflected confidence in the company’s leadership team, the board and its strategic direction. “The approval of this settlement agreement marks a pivotal step forward for AYO, allowing us to focus on our core business objectives and drive long-term value creation for all stakeholders,” he said.

The resolutions of the settlement agreement now finalises the repurchase of 17,202,756 AYO shares from the Government Employees Pension Fund (GEPF) for an aggregate consideration of R619-million and the proposed amendments to the Company’s MOI, as distributed to AYO shareholders on Monday, 27 May 2024.

Makan says Ayo is now firmly back on track. The group’s revenue improved marginally to just more than R1-billion for the six months ended 29 February 2024 on the back of an improvement in trading activities. The unified communications segment which consists of Kathea Communications and Kalula Communications had an improved six-month period due to the increased demand of communication products.

Term of the PIC settlement agreement

These are the details of the AYO/PIC settlement agreement as previously reported in Daily Maverick.  PIC bought 29% of AYO’s shares in its initial public offering in December 2017 on behalf of the Government Employees Pension Fund (GEPF) in a process it later claimed in court was irregular. AYO’s share price fell by around 85% over the following five years from R43 to R4.70 a share. The settlement agreement sees AYO paying the PIC R20 a share.

Along with an immediate 5% share buyback by AYO, the GEPF has the option of selling another 5% of the shares back to AYO in three years’ time subject to the solvency of AYO, and at a pre-determined price of at least R20 a share. The settlement means that the PIC and the GEPF by extension, will have locked in losses of at least R2.5-billion in this controversial investment. In the meantime, the GEPF will remain a 25.1% shareholder of AYO and have one board seat for every 10% of the company it owns. The GEPF representative will also chair the board. DM