CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
(“CIG” or the “Company”)
CHANGES TO THE BOARD OF DIRECTORS AND CHANGE TO EXECUTIVE FUNCTION OF A DIRECTOR
Shareholders are referred to the announcement released on Tuesday, 10 November 2020 wherein shareholders were advised that CIG had commenced voluntary business rescue proceedings followed by an announcement that Petrus van den Steen and Martin du Toit Liebenberg, had accepted the appointment as joint business rescue practitioners (“BRPs”) to CIG.
In light of this decision, the Company also applied to the JSE for the voluntary suspension of trading in CIG shares in terms of paragraph 1.10 of the JSE Listings Requirements, and this request was approved by the JSE on 25 November 2020.
In terms of voluntary business rescue proceedings, and in line with Chapter 6 of the Companies Act 71 of 2008 (“Companies Act”), the BRP’s, as the Company’s authorised individuals, assumed control of the Company in substitution of the CIG board of directors (“Board”) and have commenced preparation of the Business Rescue Plan.
The BRP’s met with the Board on a regular basis since their appointment, and these discussions have been fruitful in assimilating the necessary corporate information required.
The non-executive directors (“NED’s”) of CIG, namely Sean Melnick, Roger Hogarth, Trent Hudson and Judy Nwokedi are of the view that, as the Company is under the management control of the BRP’s in substitution for the Board, in terms of Chapter 6 of the Companies Act, the NED’s can offer no further assistance to the BRP’s at this stage and have resigned from the Board with effect from 5th February 2021. Consequently, the Board committees of which the NED’s are members (being the Audit and Risk, Social and Ethics, Investment, Remuneration and Nomination committees) will all dissolve with effect from the same date.
The BRP’s have accepted the resignations and acknowledge the NED’s offer to remain available to the BRP’s as required.
We thank Sean, Roger, Trent and Judy for their valuable contribution to the Board and wish them well in their future endeavours.
Shareholders are further referred to the announcement released on SENS on 1 October 2020 regarding the resignation of Cristina Teixeira as chief financial officer (“CFO”) of the Company and are advised that dispensation has been obtained from the JSE Limited (“JSE”) for Raoul Gamsu to assume the dual role of chief executive officer (“CEO”) and CFO of CIG until the business rescue plan is in place, whereafter the JSE must be consulted should an extension be required.
Raoul Gamsu with accordingly assume the dule role of CEO and CFO of the Company, with immediate effect. 8th February 2021