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Results of general meeting
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000182440
(“ConvergeNet” or the “Company”)
RESULTS OF GENERAL MEETING
Shareholders are referred to the announcement released on SENS on 15
December 2014 and published in the press on 17 December 2014, as well
as the circular to ConvergeNet shareholders dated 15 December 2014
(the “Circular”) regarding, inter alia:
- the transfer of the Company’s listing to the “Investments
Companies” sub-sector of the securities exchange operated by the
JSE;
- the disposal of 100% of ConvergeNet’s interest in Andrews Kit
Proprietary Limited, trading as Contract Kitting and Structured
Connectivity Solutions Proprietary Limited;
- the acquisition of the following strategic equity interests:
- 30% of Tellumat Proprietary Limited;
- 19.26% of Digicore Holdings Limited;
- an additional 30.32% of Mine Restoration Investments Limited;
and
- an additional 21.77% of Goliath Gold Mining Limited;
- specific issues of shares for cash; and
- a change of name.
All terms defined in the Circular shall bear the same meaning in this
announcement.
The Company is pleased to advise that, at the general meeting of
ConvergeNet shareholders held today, 16 January 2015, all the special
and ordinary resolutions contained in the notice of general meeting
included in the Circular (the “Resolutions”) were passed by the
requisite majority of shareholders.
The Resolutions, together with the percentage of shares voted or
abstained as well as the percentage of votes carried for and against
each Resolution are detailed below:
Number
Votes Number of
Votes against of shares
for as a as a shares ab-
percent- percent Number voted as stained
age of age of a as a
total of total shares percent- percent-
number number voted at age of age of
of of the votes votes Number of
shares shares General exercisa exercisa shares
voted voted Meeting ble ble voted
(%) (%) (%) (%) (%)
Special
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 1:
Approval of
the Contract
Kitting
Disposal
Special
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 2:
Issue of more
than 30% of
ConvergeNet’s
issued shares
Special
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 3:
Approval of
the Name
Change and the
amendment to
the Memorandum
of
Incorporation
Ordinary
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 1:
Approval of
the SCS
Disposal
Ordinary
Resolution
Number 2: 100% 0% 75.26% 100% 0% 75 971 709
Approval of
the Tellumat
Acquisition
Ordinary
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 3:
Approval of
the Tellumat
Option
Ordinary
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 4:
Approval of
the Digicore
Acquisition
Ordinary
Resolution 100% 0% 68.88% 100% 0% 69 532 552
Number 5:
Approval of
the MRI
Acquisition
Ordinary
Resolution 100% 0% 68.88% 100% 0% 69 532 552
Number 6:
Approval of
the Goliath
Gold
Acquisition
Ordinary
Resolution 100% 0% 75.26% 100% 0% 75 971 709
Number 7:
Approval of
the Private
Placement
Ordinary
Resolution
Number 8: 99.99% 0.01% 75.26% 100% 0% 75 971 709
Approval of
the specific
issue of
shares to the
Manco
Ordinary
Resolution
Number 9: 100% 0% 75.26% 100% 0% 75 971 709
Approval of
the specific
issue of
shares in lieu
of
underwriting
fees
Ordinary
Resolution
Number 10: 100% 0% 66.84% 100% 0% 67 471 708
Approval of
the specific
issue of
shares in lieu
of commitment
fees
Ordinary
Resolution 100% 0% 75.26% 100% 4.73% 72 379 012
Number 11:
Authorising
resolution
The Contract Kitting Disposal
Shareholders are further advised that, as no shareholders voted
against the special resolution to approve the Contract Kitting
Disposal, the provisions of section 115(3) of the Companies Act are
not applicable to the Contract Kitting Disposal.
The implementation of the Contract Kitting Disposal remains subject
to the fulfilment of the following outstanding conditions precedent
on or before 28 February 2015 (or such later date/s as may be agreed
between the parties):
- the receipt of approval from the South African Competition
Authorities; and
- the receipt of unconditional approval from the TRP in terms of a
compliance certificate to be issued in accordance with the
Companies Act.
A further announcement will be made once the above conditions
precedent have been fulfilled and the Contract Kitting Disposal
becomes unconditional.
Name Change
Shareholders are advised that the Name Change remains subject to
registration with CIPC. The special resolutions in respect of the
Name Change and amendment to the Company’s Memorandum of
Incorporation will be lodged for registration with CIPC on or about
Monday, 19 January 2015 and is expected to be registered by Friday, 6
March 2015.
Salient dates and times
Shareholders are referred to the “Salient Dates and Times” section of
the Circular (which is available on ConvergeNet’s website at
http://convergenet.com/investor-relations/circulars), which sets out
the remaining salient dates and times relating to the Contract
Kitting Disposal and the Name Change.
Rosebank
16 January 2015
Corporate adviser and transaction sponsor: AfrAsia Corporate Finance
Proprietary Limited
Independent sponsor: PSG Capital Proprietary Limited
Date: 16/01/2015 04:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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