JOHANNESBURG — Well, this notice on the JSE on Wednesday evening may not come as a surprise to many who have been following this story. After a week of scrutiny of the planned listing of the Iqbal Survé-linked tech company, ‘Sagarmatha’, the listing will no longer happen, at least for now. In a Sens statement, Sagarmatha cites what it says is a letter from the JSE that outlines how the company failed to meet some key listing requirements. Take a read. — Gareth van Zyl
Sagarmatha Technologies Limited – Listing On The JSE
SAGARMATHA TECHNOLOGIES LIMITED
(Previously African Technology and Media Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2013/181904/06
JSE share code: SGT
(“Sagarmatha Technologies” or the “Company”)
LISTING ON THE JSE
Shareholders are referred to the abridged pre-listing statement of Sagarmatha Technologies released on SENS on 28 March 2018 and the various announcements in respect of a change to salient dates and times released on SENS on 29 March 2018 and 5 April 2018 respectively.
On 10 April 2018 at 14:00, the Company received a letter from the JSE giving notice to the company that the listing could no longer proceed. The reasons provided by the JSE:
1. Is that the Company did not submit its annual financial statements to the CIPC (‘Companies and Intellectual Property Commission’) at the time when the pre-listing statement was approved by the JSE. As a consequence the JSE stated that the company did not comply with *Section 33 of the Companies Act, Act 71 of 2008 (Companies Act) and therefore paragraph 4.6 of the JSE Listings Requirements (the ‘Requirements’).
2. The JSE further informed the Company that it was not aware that the above referred to annual financial statements were not submitted to CIPC when the pre-listing statement was approved.
3. The JSE further stated that the Company failed to release the interim results of the Company for the 12 month period ending 31 December 2017 (‘Interim Results’) by no later than 9 April 2018.
Section 33 of the Companies Act requires that every Company file an annual return in the prescribed form with the prescribed fee, and within the prescribed period after the end of the anniversary of the date of its incorporation, including in that return a copy of its annual financial statements, if it is required to have such statements audited and any other prescribed information.
The Company notes on 11 April 2018 it received written confirmation from CIPC that it is compliant from this date with the Companies Act and its financials have been lodged with CIPC as required by section 33 of the Companies Act.
The Company further notes that the various financial statements referred to above were audited and were included in the pre-listing statement and therefore publicly available.
The Company further notes that the Interim Results which were released on SENS at 12:27 on 10th April 2018 was released half a business day later.
The Company is disappointed that the JSE has made a decision that the listing cannot proceed as a result of the above.
Regrettably therefore due to the JSE’s decision, the Company cannot continue with the listing on the 13th of April 2018.
The Company will consult with its advisors and consider its next steps.
11 April 2018
Transaction Advisor and Sponsor: Vunani Capital Proprietary Limited
Independent Reporting Accountant and Auditor: BDO Cape Inc.
Legal Advisor: Tshisevhe Gwina Ratshimbilani Inc