Integrated report

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  • Deal with the allegations
  • Provide transparency on outcomes
  • Rebuild an ethical business
  • Deleverage the balance sheet
  • Pursue other opportunities to unlock liquidity
  • Address costs
  • Unpack business model for investors
  • Provide transparent reporting
  • Develop a strategy to return growth


EOH affirms its commitment to building a sustainable, agile and competitive business.

  • EOH remains an integral technology partner for major South African corporates as well as key metros and government departments.
  • Meaningful progress made towards addressing legacy governance issues, future-proofing the business and aligning financial performance.

For more information go to www.eoh.co.za

Q: Stephen, what attracted you to EOH when you joined?

I was incredibly enthusiastic about joining EOH in September 2018 and I looked forward to growing its reputation as the leading provider of technology services on the continent. I saw the enormous potential of leveraging the company's entrepreneurial culture, the best technology brains in the industry as well as the unparalleled breadth of IT solutions which allow for the creation of a 'one-stop shop' for many clients. This, coupled with the highly innovative IP businesses, positioned EOH to play a key role in society given its ability to serve almost the full spectrum of client needs in large private companies and the public sector.

This potential still absolutely exists for EOH and fuels my vision for what we can be: a force in the technology sector. It is, however, safe to say that this past year has brought the most unprecedented adversity since EOH's listing on the JSE 21 years ago.

Q: What did you find?

Very early on, several issues which were hindering the unlocking of value and sustainability, became clear. EOH's strategy was opaque to investors and other stakeholders. As a result of an aggressive acquisition strategy, the mix of businesses was diverse and heavily weighted toward service and software (products and tools) versus the sale of solutions. This acquisition strategy was often funded by imprudent levels of debt and because several of the businesses purchased required investment and were not cash generative, this created significant pressure on margins.

There existed an individualistic model with non-standard processes and limited collaboration. This allowed multidisciplinary duplications in multi-layered businesses and no centres of excellence. The lack of segregation of duties and the large number of companies operating independently created a difficult financial construct (with proliferation of bank accounts) leaving it vulnerable to accounting fraud, unwieldy intercompany processes, inefficient tax structures and weak financial discipline.

Several large financial missteps and unhealthy cash management practices made during previous years further exacerbated the company's tenuous financial position. These included the injection of R900 million into a Zimbabwean project using debt; spending R750 million on non-cash generating assets, also using debt and inefficient contracting on complex projects with overall costs of R750 million. Remarkably, R400 million cash was spent on a single client business that had to be reversed.

Today we have large outstanding commitments to vendors and banks and have spent the better part of the year reorganising the business for a more appropriate capital structure; cleaning up and deleveraging the balance sheet.

Q: What steps did you take to deal with these issues?

The appointment of key executive team members, including a new Group Chief Financial Officer and Chief Risk Officer, a respected board of directors and a transparent approach have greatly assisted the Group in navigating significant challenges and set the direction for the future. While we are not yet out of the woods, a year down the line I can report that we have made significant and meaningful progress in rebuilding a sustainable and well-governed EOH.

An initial Group-wide strategic review identified the need to transform the business. While good progress has been made on implementing this transformation, the task of addressing legacy governance issues, future-proofing the business and aligning strategic and financial performance has been monumental. Further business reviews started to point to a serious financial situation within the Company and combined with ongoing reputational headwinds around governance irregularities created the need for a 'survival' strategic plan.

In early March we started zoning in on three urgent tactical priorities. The first was to rebuild the business's credibility and reputation by addressing the corruption allegations and putting processes in place to protect the business. Secondly, we needed to address the liquidity issues through financial clean-up and discipline; de-lever the balance sheet as quickly as possible and lastly we needed to build a robust, transparent business model that allows for future growth and the re-establishment of client and investor confidence.

We are making good progress on all of these initiatives and the EOH of the future is starting to take shape.

Q: How do you go about creating a transparent business for the benefit of clients?

We continue to spend much of our time rigorously and transparently engaging our staff, clients, including their senior team and risk committees, and all our other stakeholders. We have made tremendous strides in implementing transparent financial reporting and disclosure practices.

While imposing stricter lending conditions, the lending banks have expressed their ongoing support of EOH and remain committed to both short-term and long-term funding solutions, should they be required, in order to ensure business as usual over this period.

Notwithstanding the headwinds, there were also clear opportunities to unlock value. We began the process of reorganising the business into value groupings to facilitate transparency to investors and allow businesses to run at different speeds and scale where appropriate. There are many building blocks in the business which if leveraged could facilitate the emergence of a leading fintech provider in the market. Additionally, there exists a solid annuity profile in some businesses given that their services are entrenched and core to clients' success.

A very important step was the refocusing of the business on three key pillars, namely iOCO (the ICT business), NEXTEC (which will focus on new growth opportunities) and Intellectual Property (IP). Part of this process has seen us take steps to significantly reduce the number of legal entities in the Group to simplify the operating structures. The launch of iOCO was a key milestone in the internal reorganisation process, aimed at simplifying the ICT business, integrating client offerings under one brand, driving governance imperatives, and aligning the service delivery model and offerings for the cloud economy and to take advantage of the next wave of South Africa's changing ICT industry.

Work on the NEXTEC strategy continues, including how iOCO, NEXTEC and the IP businesses will work together to optimise value for EOH shareholders, with umbrella shared services being provided by EOH.

Off the back of this progress, the iOCO, NEXTEC and our IP businesses are now focused on maintaining the sales momentum and developing new relationships and new business. We, however, believe that many of our client relationships are long term in nature and despite these headwinds, our service teams continue to provide best-in-class technology service and solutions.

Q: What has been the impact of widely reported governance breaches at EOH?

Microsoft's termination of our partnership and the widely reported governance breaches in EOH's public sector business had an enormously destabilising impact on the business. Significant management time had to be dedicated to the extensive forensic investigation conducted by ENSafrica which revealed serious and fundamental flaws in the way most of the public sector business had been managed. Suspicious transactions to the value of R1,250 million had been identified of which approximately R315 million has now been classified as legitimate.

A complex business like EOH requires advanced financial and governance systems and transparent oversight from its leadership. It is abundantly clear that these did not exist at EOH and the lack of appropriate financial management and governance provided fertile ground for the significant wrongdoing to take place. This resulted in approximately R935 million being misappropriated, of which R665 million related to invoices to third parties where no work was done, effectively robbing shareholders.

Our reputation and credibility suffered, creating uncertainty with clients and a slowdown of the business pipeline. We saw a change in client behaviour through the delay or non-award of bids and in some cases holding off on payment until they could see the outcome of EOH's situation. Staff morale was impacted and we risked losing good talent.

We recognised the need for proactive engagement with our staff and clients as we went about the task of stabilising the business. Consequently, we have invested a significant amount of time listening and responding to the concerns and expectations of our key stakeholders and have been encouraged by the positive feedback we have received.

Q: What is the process now that the investigation is substantially completed?

In line with the Board decisions the cases have been reported to the authorities in accordance with our statutory reporting obligations, and well beyond, as well as proceeding with legal processes and criminal charges to recover losses. The process will now take its course with the relevant authorities to hold accountable all those parties implicated in wrongdoing.

Most importantly, we are making extensive progress to embed a sound governance and risk mitigation programme at EOH. This includes rigorous systems and processes which significantly mitigate and reduce the reoccurrence of such widespread fraud. The new EOH has no room for unethical business practices and each person who works here or does business with us will be held accountable for good governance.

Q: What is your outlook for EOH?

My primary role as CEO is still to corporatise and formalise the business, rebuild confidence and return value to all our stakeholders. Having completed a more detailed strategic review and testing our new operating model we will continue to rebuild the Company.

The past 12 months have been very difficult for EOH. We have spent extensive time focusing on cleaning up the business, both from a governance and financial perspective as well as understanding the Group's strategic capabilities. I have been impressed by the spirit of my colleagues who have worked tirelessly during this challenging period. While there is still much to do, the path is much clearer.

In the short term we will focus on continuing to deleverage our balance sheet while implementing governance changes and over the longer term we remain steadfast in a vision of a more synergised and focused offering that is well positioned to take advantage of the next wave of change in the ICT industry.

We will invest heavily in the sales and advisory function of the business to protect the client base and continue to build on our strengths in providing a one stop shop for all clients' needs. This is being driven through a plan to manage client concerns and generating robust, sustainable pipelines. The goal is to drive up productivity and protect business for the next stage.

We will invest in the core businesses of the solutions development which provide the foundation for the future in our key businesses lines of App Development, Data, Cloud and Security. Our traditional Technology business in iOCO will continue to leverage its legacy products and services.

Following a deep dive of our NEXTEC business there are questions on the scalability of these businesses as well as the capital structure requirements which may not be able to be accommodated given our current financial situation. Most of these businesses are undergoing a reassessment to determine next steps.

We will continue to refine our portfolio of assets, create liquidity events, and exit non-core businesses. We will pursue strategic sales to scale and grow businesses in partnership with the right investment partners as in the CCS transaction where we entered into a partnership with German firm, RIB.

As CEO I am deeply thankful to our clients who have stayed the course with us. I am also grateful to our Board of directors, my EXCO and all the EOH employees who continue to serve clients with excellence and integrity. As one of the largest technology businesses on the continent, there is significant value in the EOH business and we must not let these headwinds discourage or taint our potential.

This has been a difficult time for the EOH business but we will continue the process of meaningful engagement with all our stakeholders. The new EOH, which is transparent, rich in dialogue and an ethical environment where employees can innovate and grow, has begun to take shape.

I am looking forward to the 2020 year where we can build and grow strategically.

Stephen van Coller

Group Chief Executive Officer

We are your digital transformation journey partner. We are iOCO.

On 26 July 2019, EOH relaunched the ICT business, which was rebranded as iOCO. This represented a key milestone in the internal reorganisation process, aimed at simplifying the ICT business, integrating client offerings under one brand, driving governance imperatives and aligning the service delivery model and offerings for the cloud economy and the fourth industrial revolution (‘4IR’).

Through its acquisitions over the years, EOH has accumulated the largest collection of ICT skills on the continent. Our divisions have operated under a fair degree of independence, often under their own brands. The competitive demands of the 4IR requires a partner that has the skills to transform legacy technology, while implementing disruptive platforms of the future. iOCO’s unique strength as a partner is the depth and breadth of capabilities we combine to help clients seamlessly navigate this two-speed world.

iOCO’s go-to-market model also allows for continued focus on over 90 global technology partner product offerings and provides focus and support for international ICT operations.

While immense progress with corporate governance provides a clean, new platform for doing business, the launch of the iOCO brand marks the acceleration of our long-term vision to enable our clients in a truly digital, mobile and data-driven future. The essence of our change is rebranding and the alignment of our operating framework to better serve our clients under the iOCO brand.

IOCO now comprises approximately 4 500 employees that will deliver services around six basic domains