Censure imposed by the JSE on AYO Technology Solutions Limited


GEN – General – AYO Technology Solutions Limited
Censure imposed by the JSE on AYO Technology Solutions Limited ("AYO" or "Company")

The JSE hereby informs stakeholders of the following findings in respect of AYO:

1.	Since 6 March 2023, AYO had been trading under a cautionary due to legal proceedings that were 
	ongoing between the Company, the Public Investment Corporation ("PIC") and the Government 
	Employees Pension Fund ("GEPF"), collectively referred to as ("the Parties"), regarding the summons 
	issued by the PIC and the GEPF seeking to declare the subscription agreement entered into between 
	the PIC and AYO unlawful and set aside.

2.	On 24 March 2023, the Company published an announcement on SENS to withdraw the cautionary, 
	stating that the legal proceedings had ceased following the amicable conclusion of a settlement 
	agreement between the Parties ("Settlement Agreement"). AYO did not include the terms of the 
	Settlement Agreement in the SENS announcement, citing that the terms of the settlement were 
	confidential.

3.	The next day, on 25 March 2023, an article was published by the media containing the terms of the 
	Settlement Agreement between the Parties which included inter alia, the fact that the Company 
	agreed to repurchase its ordinary shares in issue from the GEPF for a total repurchase consideration of 
	around R600 million; a further repurchase option granted to the GEPF, and certain minority 
	protections afforded to the GEPF.

4.	In terms of paragraph 11.25 of the Listings Requirements, when an issuer conducts a specific 
	repurchase of its shares, it must publish a SENS announcement with full details immediately after it 
	has agreed the terms of the specific repurchase, which in this case should have been on 24 March 
	2023. Instead, AYO published a withdrawal of cautionary announcement and did not publish the 
	required SENS announcement containing full details of the specific repurchase in accordance with 
	paragraph 11.25 of the Listings Requirements.

5.	Following numerous inquiries from the JSE and the JSE's insistence on the publication of a SENS 
	announcement in compliance with paragraph 11.25, on 3 April 2023, AYO published an announcement 
	on SENS titled "voluntary announcement" containing some details of the Settlement Agreement. This 
	SENS announcement didn't comply with requisite disclosures and approvals that would ordinarily be 
	required for a specific repurchase of shares and the JSE therefore, on 4 April 2023, directed AYO to 
	publish a further supplementary SENS announcement. AYO published an announcement on SENS on 
	18 May 2023 containing all the information required in terms of paragraph 11.25. Consequently, the 
	Company deprived shareholders of access to important information regarding the specific repurchase 
	for nearly two months. This lack of timely disclosure may have affected shareholders' ability to make 
	informed decisions, potentially undermining transparency and fair market practices.

6.	Accordingly, the JSE found the Company to be in breach of paragraph 11.25 of the Listings 
	Requirements for its failure to publish a SENS announcement containing full details of the specific 
	repurchase immediately after it had entered into and agreed the terms of the Settlement Agreement 
	with the Parties on 23 March 2023.

7.	The main purpose of paragraph 11.25 of the Listings Requirements is to ensure that a repurchase of 
	shares by a company from specifically named parties are conducted in a transparent and fair manner. 
	This requirement underscores the importance of keeping the market informed and maintaining 
	investor confidence by ensuring that crucial and relevant information is published on SENS, especially 
	when developments have a potential effect on investor decisions, their assessment of the company's 
	outlook and the value of the shares. The JSE finds it unacceptable that AYO failed to immediately 
	inform shareholders that it had agreed to repurchase its shares from the Parties as part of the 
	Settlement Agreement.

8.	For these reasons and with reference to the JSE's findings of breach, the JSE has decided to impose this 
	public censure and a fine of R500 000 (five hundred thousand rand) on AYO, which fine is wholly 
	suspended for a period of five years, on condition that the Company is not found to be in breach of 
	similar provisions of the Listings Requirements during the period of suspension.

5 June 2025


















Date: 05-06-2025 07:05:00
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