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HUGE GROUP LIMITED - Results of General Meeting and Offer declared wholly unconditional

Release Date: 13/07/2021 14:36
Code(s): HUG     PDF:  
Wrap Text
Results of General Meeting and Offer declared wholly unconditional

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Company”)

Results of General Meeting and Offer declared wholly unconditional

1.   Results of General Meeting

Shareholders are referred to the circular and notice of general meeting
distributed to them on 14 June 2021 and, using the terms defined therein, are
advised that, at the General Meeting of Huge Shareholders held today, 13 July
2021, all the resolutions proposed thereat were approved by the requisite majority
of votes.

The Company’s total issued share capital as at the voting record date, being
Friday, 9 July 2021 was 171 744 611 ordinary shares. 9 646 926 ordinary shares are
treasury shares. 162 097 685 ordinary shares were considered voteable shares.

The number of the Company’s shares voted at the General Meeting was
148 963 456, being 91.90% of the votable shares.

The voting results are set out hereunder:


Resolutions:                      Shares Voted       Abstained      Votes      Votes
                                                          from        For    Against
                                                        Voting
                                   Number    % (1)       % (1)      % (2)      % (2)
 
 Ordinary resolution          143 460 424   83,53%       3,20%     99,47%      0,53%
 number 1:
 Approval of the
 Proposed Transaction

 Ordinary resolution          143 460 424   83,53%       3,20%     99,47%      0,53%
 number 2:
 Directors’ authorising
 resolution

 Special resolution           143 460 424   83,53%       1,62%     99,47%      0,53%
 number 1: Specific
 authority to repurchase
 the Repurchase Shares
 from CNET
 Empowerment

 Special resolution           143 460 424   83,53%       3,20%     99,47%      0,53%
 number 2: Specific
 authority to repurchase
 the Repurchase Shares
 from DM Holdco

 Special resolution            85 135 135   49,57%       3,20%     99,10%      0,90%
 number 3: Specific
 authority to repurchase
 the Repurchase Shares
 from Praesidium

 Special resolution           143 460 424   83,53%       3,20%     99,47%      0,53%
 number 4: Specific
 authority to issue shares
 in terms of section 41(3)
 of the Companies Act,
 2008

Notes:
 1.    As a percentage of total ordinary shares in issue.
 2.    As a percentage of shares voted.

2.   Offer declared wholly unconditional

Shareholders are referred to the announcement released on SENS on 10 June 2021 and,
using the terms defined therein, are advised that the Takeover Regulation Panel has
today issued a compliance certificate in relation to the Offer as contemplated in
Regulation 102(13) of the Takeover Regulations.

The condition precedent set out in paragraph 3.5.2 of the Circular has therefore been
fulfilled and shareholders are advised that, in accordance with Regulation 105(5) of the
Takeover Regulations, the Offer is now unconditional in all respects. The Offer will remain
open for acceptances until 12:00 on Friday, 30 July 2021.

3.   Responsibility statement

The Huge Board accepts responsibility for the information contained in this
announcement insofar as it relates to Huge. To the best of its knowledge and belief, the
information contained in this announcement is true and the announcement does not
omit anything likely to affect the importance of the information.


13 July 2021

Corporate Advisor and Transaction Sponsor
Questco Proprietary Limited

Legal Advisor
Herbert Smith Freehills South Africa LLP

Date: 13-07-2021 02:36:00
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