Listed technology group Ayo Technology Solutions is in trouble with the JSE once again – even as it prepares to go private.

The JSE on Thursday said it has fined Ayo R500 000 over the latest breach of its listing rules, though the fine has been suspended provided it doesn’t repeat the offence.

The fine and public censure come less than two weeks after Ayo announced that shareholder Sekunjalo Investment Holdings, controlled by controversial businessman Iqbal Survé, intended buying out its minority shareholders ahead of a delisting.

Ayo, which has been in the headlines for all the wrong reasons for years – including numerous censures from the JSE for failing to comply with listings requirements – received a controversial multibillion-rand investment from the Public Investment Corp (PIC), the entity that makes investments on behalf of civil servants using their pension contributions, ahead of its 2017 listing.

In February 2025, Ayo was suspended from trading on the JSE due to its failure to publish annual financial statements on time. Indeed, the company has faced multiple regulatory sanctions over the years, including fines, censures and trading suspensions, mainly due to financial misstatements and governance failures.

The latest relates to a “cautionary” issued in March 2023 about legal proceedings between Ayo, the PIC and the Government Employees Pension Fund (GEPF), in which the PIC was seeking to have the 2017 agreement between the parties declared unlawful.

Legal action

The PIC had controversially invested R4.3-billion in the business for a 29% stake through a private placement in 2017 but ended up losing most of this money through the investment.

The PIC has since alleged that the investment was made based on misleading information and irregular processes, leading to the legal action to recover the funds. In March 2023, the parties reached an agreement, with Ayo agreeing to repay a small portion of the money.

According to Ayo:

On 24 March 2023, it published an announcement to investors in which it withdrew the cautionary, stating that the legal proceedings had ceased following the amicable conclusion of a settlement agreement. Ayo did not include the terms of the settlement agreement, citing confidentiality.
The next day, an article was published in the media containing the terms of the settlement agreement, including the fact that the company agreed to repurchase its shares from the GEPF for about R600-million, a further repurchase option granted to the GEPF as well as certain minority protections afforded to the fund.
In terms of the listings requirements, when a company conducts a specific repurchase of its shares, it must publish an announcement to investors 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 details of the repurchase.
Ayo then published a “voluntary announcement” containing some of the details of the agreement. However, this did not comply with required disclosures and approvals, and so, on 4 April 2023, the JSE directed Ayo to publish a further announcement. This happened on 18 May 2023.

“The company deprived shareholders of access to important information regarding the specific repurchase for nearly two months,” the JSE said in a statement to investors published by Ayo on Thursday. “This lack of timely disclosure may have affected shareholders’ ability to make informed decisions, potentially undermining transparency and fair market practices.”

It said that as a result of this, the JSE imposed a R500 000 fine and a public censure. The fine is suspended for five years, on condition Ayo is not found to be in breach of similar provisions of the listings requirements during that period. It seems likely, however, that Ayo will soon be delisted, freeing it of future obligations under JSE rules.

Survé-controlled Sekunjalo, which also controls newspaper group Independent, said it would offer Ayo shareholders 52c/share for their shares for a total consideration of R80.8-million – a tiny fraction of the value of the shares when they listed. – © 2025 NewsCentral Media

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