AYO TECHNOLOGY SOLUTIONS LIMITED – Supplementary Announcement to the Announcement Dated 4 June 2019 and Renewal of Cautionary Announcement.

2019/06/12 17:15:00
SENS announcement for JSE listed company: AYO
                        

AYO 201906120045A
Supplementary Announcement to the Announcement Dated 4 June 2019 and Renewal of Cautionary Announcement.

AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
(‘AYO’ or ‘the Company’)

SUPPLEMENTARY ANNOUNCEMENT TO THE ANNOUNCEMENT DATED 4 JUNE 2019 AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT.

Shareholders are referred to the announcement (‘Announcement’)
released on SENS on Tuesday, 4 June 2019 regarding findings of an
internal management review pursuant to the Agreed Upon Procedures
(‘AUP’) performed by BDO Cape Incorporated (‘BDO’).

This supplementary announcement is being released by the Company to
provide shareholders with additional information in order to clarify
certain aspects of the Announcement:

1. Pursuant to the AUP performed by BDO, management conducted its
own internal review based on the findings contained in BDO’s
Factual Findings Report.

2. Following management’s internal review, the Company was of the
view that it was in possession of price sensitive information and
accordingly, released the Cautionary Announcement to demonstrate
the effect of the misstatements identified during management’s
review on the statement of comprehensive income, statement of
financial position, statement of changes in equity and statement
of cash flows contained in the published 28 February 2018 interim
results. Despite including the words ‘revised’, the Announcement
is not a restatement of AYO’s interim results for the six months
ended 28 February 2018 (‘2018 Interim Results’) in accordance
with IAS 34 and IAS 8.

3. The Announcement dealt with the material adjustments identified
by management in its internal review and was not intended to deal
with all matters identified in BDO’s Factual Findings Report,

4. The Company has engaged its external auditors, BDO, to commence
with the audit of the 2018 Interim Results. On completion of the
audit, the Company will release restated audited 2018 Interim
Results and provide all the necessary disclosure as required by
IFRS, the Companies Act, 71 of 2008 and the JSE Listings
Requirements (including full details of the errors in the
application of IFRS).

5. Although there are misstatements in the 2018 Interim Results, it
is important to note that the board of directors believe that
these had no material effect on the audited results for the year
ended 31 August 2018.

6. BDO have confirmed that, based upon the information obtained
during the AUP engagement they do not believe that their
unqualified audit opinion of those annual financial statements
will change.

7. The Company refers shareholders to the following sections in the
Announcement which contained errors and /or were incomplete:

7.1 In the table headed ‘Condensed Statement of Changes in
Equity’:
The third column titled as ‘% change 28 February 2018’
should be titled ‘Revised Unaudited at 28 February 2018’.

7.2 In the table headed ‘Summarised Consolidated Statement of
Cash Flows’:
The third column titled ‘% change 28 February 2018’ should
be titled ‘Revised Unaudited at 28 February 2018’.

7.3 The adjustment of R51 084 000 in the table headed
‘Summarised Consolidated Statement of Cash Flows’:
The adjustment is a reclassification from ‘cash flows from
investing activities’ to ‘cash flows from financing
activities’. The adjustment relates to the repayment of a
loan from a shareholder incorrectly recorded as investing
activities.

7.4 Note 1. Cost of sales:
The Company wishes to point out that the original
adjustment of R18 million was not based on any factual
underlying information. An estimate was made at the time
based upon an analytical review which revealed that the
gross profit margin for a subsidiary was lower than
anticipated. Pursuant to the process referred to in 1
above, management was able to verify R11,3 million of
invoices against the journal entry of R18 million. This
results in the understatement of cost of sales by R6,7
million.

7.5 Note 2. Other operating expenses:
The Company points out that the adjustment of R10 million
to the commission expense was based on an analytical review
performed, which revealed that the average commission paid
at a subsidiary had risen by 5% compared to historical
levels.

When, pursuant to the process referred to in point 1 above,
the employment contracts were subsequently inspected, it
was noted that as the commission structure was embedded in
the existing employment contracts it should have been
accounted for and not reversed. Furthermore, there was an
error in the analytical review and that the commission was
not out of line with the past.

7.6 Note 4. Listing cost expenses:
The Company also points out that the capitalisation of the
costs was an error, and not the incorrect application of
judgement.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement released on
4 June 2019 advising shareholders to exercise caution when dealing
in the securities of the Company until the audit of the 28 February
2018 interim financial results is completed and published on SENS.
Shareholders are advised that the above audit is still not completed
and hence are advised to continue exercising caution when dealing in
their shares in the Company until the audit is complete.

Cape Town
12 June 2019

Joint Sponsor
Vunani Corporate Finance

Joint Sponsor
Merchantec Capital

Date: 12/06/2019 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.

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