Matshepo More stoutly defends AYO investment at #PICInquiry
More, who was testifying at the Commission of Inquiry into alleged improprieties at the PIC, did not crack, even after a barrage of questions were fired at her by the evidence leader, Advocate Jannie Lubbe, the commissioner Judge Mpati, and the assistant commissioners Jill Marcus and Emanuel Lediga.
She did, however, concede that there were some steps in the processes that were overlooked, related to the delegation of authority among others, but said these were not isolated to just a single transaction or company.
The executive gave details of the conditions imposed by the PIC’s portfolio management committee (PMC) on the AYO transaction, prior to the asset manager’s investment into the technology company.
AYO chairperson, Dr Wallace Mgoqi, confirmed to Business Report that the company met - and continues to meet - all conditions imposed by the PMC. He said this was one of the reasons why Africa’s largest asset manager’s investment in the technology company continued to carry value for the PIC.
More told the commission that among the conditions was that all funds raised from the pre-listing would be used only for acquisitions for growth. “This condition was to ensure that the capital was used to fund organic growth and acquisition pipeline.”
The commission heard in an earlier testimony by AYO executive, Abdul-Malick Salie, that the deal structures presented by two former executives were not in line with what the tech firm believed to be good practice and posed a significant risk. Salie told the commission that he was uncomfortable with most of the deals that former executives Kevin Hardy and Siphiwe Nodwele presented to the AYO investment committee.
Mgoqi said when Hardy and Nodwele were asked to sign a conflict of interest agreement as well as be subjected to a forensic inquiry, they opted to resign. Mgoqi, who was appointed to the AYO board by the PIC, said the board was concerned about the deals that Hardy and Nodwele had presented for acquisition.
More said the performance of complete due diligence by the legal and environmental, social and governance teams, was one of the conditions imposed by the PMC, as well as the implementation of conflict of interest policy to govern any related party transactions.
More submitted to the commission that another condition was that shareholder approval for all acquisitions - other than British Telecoms SA - that were greater than 10 percent of the market cap, needed to be obtained. “This condition was to ensure that shareholders have a say in material transactions and that other acquisitions are aligned with our investment thesis.”
Also among the conditions were that a put option was in place to protect the PIC’s client from a share price decline, as well as the tech firm appointing non-executive directors, the majority of whom should be independent, to ensure alignment with good corporate governance.
“I am certain that the commission would pick up that, for example, the condition relating to the put option was a condition precedent. It was specifically resolved that should AYO not agree to conclude a put option, the funds would not flow,” More said.
She also told the commission that she was requested to make a statement regarding the AYO transaction because a number of PIC employees had made various statements relating to the process that was followed.