iCreate board decimated, outgoing chairman holds no grudges
Published:Friday | December 1, 2023 | 8:58 AM
Shareholders and axed directors were left stunned as former CEO, Tyrone Wilson, staged a surprise return to the board of beleaguered technology company, iCreate.
Wilson's return has been accompanied by the removal of four directors from the company's board: Arlene Martin, Ricardo Allen, Dainya-Joy Wint, and Ivan Carter, along with the exit of Crichton Mullings & Associates as the company's auditors.
Company secretary, Demetrie Adams, is heading for the door as his resignation becomes effective come December 31, 2023.
But, he says he's staying just long enough to make sure that the company fills casual vacancies in short order and secure “the services and appointment of an auditor so as to ensure compliance of the relevant sections of the JSE Junior Market Rules,” Adams said in a release to the JSE on Wednesday.
Contacted, Adams said he could only go by the rules as former CEO, Tyrone Wilson, pushed the nuclear button at the company's annual general meeting, AGM, last Friday, removing the four directors from the company's board.
“We have the proxies, duly authorised and executed [they] voted against key resolutions for reasons best known to them. They voted against the resolution. I don't go behind the reasoning of any vote,” Adams told the Financial Gleaner as he explained how Wilson, acting as the proxyholder or representative of Kyntire Holdings and Emedia Interactive Group Limited, which collectively hold 52.40 per cent of iCreate as of September 30 and were listed as connected parties to Wilson.
Disrespectful
Contacted, ousted chairman, Ivan Carter, was livid as he consented only to written responses.
“I am a principled professional. I strongly believe in the basic tenets of management, which include effective communication and the avoidance of surprises. I am also quite aware of the rights of majority and minority shareholders. It is my strong belief that the way in which the resolutions were dealt with by the majority shareholder at the AGM of last Friday was quite disrespectful and unfair to the wider stakeholders, who had no prior knowledge,” Carter said, adding the ouster of he and three other colleagues was totally unexpected.
“In all of our planning, we expected the resolutions to have been passed as proposed. At no time did anyone, not even the majority shareholder, discuss with me as chairman differing views or intentions as it relates to the resolutions to be put before the meeting. Therefore, all persons present, perhaps with the exception of any who had prior knowledge of what was to come, were stunned,” Carter wrote.
Carter recalls that the same day Wilson's resignation as President and CEO in late August, the Board of Directors decided to accept the resignation and “that new leadership should be installed to address a number of issues that were confronting the company,” Carer said, recounting further that in the ensuing months, he and interim CEO, Arlene Martin, were able to identify all of the obstacles before the company and to address each and every one of them as far as they possibly could.
Trading in shares in iCreate were suspended on the JSE as the company had not submitted its 2022 year-end audited report.
iCreate had also not appointed a mentor to sit with the board in an advisory capacity according to JSE rules.
After a delay, the company produced the reports in late September but was still not reinstated until October 10 with the appointment of Financial Consultant Collando Hutchinson as mentor to the iCreate board.
Meanwhile, regarding his impending departure, Adams says he had signalled to the board that he would not be serving beyond the end of the year and that it was announced prior to the vote on the resolutions which resulted in the ouster of directors and the auditors.
“I'm not resigning solely as a result of the vote, although it has left me in a very embarrassing position. It is a decision I'd come to prior to the vote,” Adams said.
Adams says as at November 24 iCreate has Tyrone Wilson as a non-independent executive director; Larren Peart as an independent non-executive director; and Adrian Smith as an independent non-executive director.
He also notes that the company is without an auditor.
iCreate's nine-month revenue is down 21 per cent to $78.38 million with a net loss of $150.12 million, largely due to the acquisition-related expenses for Visual Vibe Limited, which was acquired in May.
Total liabilities continue to climb above $375 million as iCreate racks up expenses related to the US$1.27 million vendor note for Visual Vibe.
Carter says one of the areas of exposure in the iCreate Group is sufficiency of capital and liquidity.
He says this was a particular area of focus when he and Martin were in leadership, engaging “a number of private investors, obtained some new funding and were actively working with a number of entities to close additional funding transactions,” Carter said, adding that it is all left up to Wilson and his team.
“These arrangements would now have to be taken up by the new management team, but it is expected that they will treat matters in the best interest of all stakeholders. Of course, where I can be of assistance, I will support as I hold no grudges against anyone,” Carter said.
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