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Results Of General Meeting – Gameco Unbundling
Niveus Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or the “Company”)
RESULTS OF GENERAL MEETING – GAMECO UNBUNDLING
1. INTRODUCTION
Shareholders of Niveus (“Shareholders”) are referred to the announcement by
Niveus, released on SENS on 27 June 2017, advising that Niveus has elected to
distribute its South African gaming interests (other than its sports betting and
lottery interests), currently housed in its wholly-owned subsidiary, Niveus Invest
19 Limited (“GameCo”), to its Shareholders (“Unbundling”), prior to the
implementation of certain transactions inter-conditional upon the implementation
of the Unbundling, including the Niveus transaction (“Niveus Transaction”).
Detailed information regarding the Unbundling appeared in the circular to
shareholders dated 16 August 2017 (“Circular”).
2. RESULTS OF THE GENERAL MEETING
Shareholders are advised that at the general meeting of Niveus held today, 14
September 2017, in order to consider and approve the Unbundling and the Niveus
Transaction, all resolutions set out in the notice of general meeting were passed
by the requisite majorities of Niveus shareholders as set out below:
Votes for as Votes Number of Number of Number of
a against as a shares shares shares
percentage percentage voted at the voted as a abstained
of total of total General percentage as a
number of number of Meeting of shares percentage
shares shares entitled to of shares in
voted voted vote issue
Ordinary Resolution 99.99% 0.01% 34 332 199 71.64% 11.41%
Number 1: Approval
of the Unbundling in
terms of the Listings
Requirements of the
JSE (“Listings
Requirements”)
Special Resolution 99.99% 0.01% 34 332 199 71.64% 11.41%
Number 1: Approval
of the Unbundling in
terms of the
Companies Act
Ordinary Resolution 99.99% 0.01% 34 332 199 71.64% 11.41%
Number 2: Approval
of Niveus
Transaction in terms
of the Listings
Requirements
Ordinary Resolution 99.99% 0.01% 34 332 199 71.64% 11.41%
Number 3: Directors’
authority
CONDITIONS PRECENDENT TO IMPLEMENTATION
Shareholders are advised that Tsogo Sun and Hosken Consolidated Investments
Limited (“HCI”) sought a declarator from the Competition Tribunal that the increase in
HCI’s shareholding in Tsogo Sun to more than 50% and the consolidation of its gaming
interests (other than its sports betting and lottery interests) under Tsogo Sun, over
which it already exerts sole control pursuant to a decision of the Tribunal in 2014, does
not constitute a merger as defined in Section 12(1) of the Competition Act and,
therefore does not require approval from the Competition Authorities in terms of the
merger control provisions of that Act.
The Tribunal dismissed the declaratory relief, but has not yet provided its reasons for
doing so. HCI, Tsogo Sun and their advisors continue to maintain that the transaction
is not notifiable and are accordingly proceeding to appeal the ruling by means of an
expedited appeal.
The parties to the transaction continue to pursue the fulfilment of the remaining
conditions precedent.
Cape Town
14 September 2017
Sponsor: PSG Capital
Date: 14/09/2017 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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