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Results of the General Meeting and changes to the Board of Directors
M&S Holdings Limited
Incorporated in the Republic of South Africa
(Registration Number 2006/011359/06)
Share Code: MSA ISIN: ZAE000165411
(“M&S” or “the Company” or “the Group”)
RESULTS OF THE GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS
RESULTS OF THE GENERAL MEETING
Shareholders are hereby advised that the requisite majority of shareholders approved all of the ordinary
and special resolutions tabled at the general meeting of M&S held today, 27 November 2013. The special
resolutions will be filed with the Companies and Intellectual Property Commission in due course.
Shareholders are referred to the SENS announcement dated 2 October 2013 (“the Announcement”), whereby
shareholders were advised that M&S had entered into agreements, in terms of which M&S will acquire BDM
Holdings Proprietary Limited (“BDM Holdings”), BDM Plant Hire & Mining (Proprietary) Limited and the
minority interests held by the minority interests shareholders in the subsidiaries of BDM Holdings (“the Acquisitions”).
Shareholders are hereby advised that all conditions precedent to the Acquisitions as detailed in the
Announcement have now been fulfilled.
Shareholders are further advised that the amendment to the Company’s memorandum of incorporation relating
to the change of name of M&S to CSG Holdings Limited was approved by the requisite majority of shareholders
and will be lodged with the Companies and Intellectual Property Commission and shareholders will be advised
in due course once same has been registered.
CHANGES TO THE BOARD OF DIRECTORS
In compliance with paragraph 3.59(a) and paragraph 3.59 (b) of the JSE Limited (“JSE”) Listings Requirements,
M&S hereby advises shareholders of the following changes that have taken place to the board of directors:
- Francois Fouche (“Prop”) Goosen has tendered his resignation as Chief Executive Officer with immediate effect.
Prop will however remain actively involved as a member of the executive management team with special focus on
M&S Projects as well as client development across the Group.. The board wishes to thank Prop for his valued
contribution to the Group over many years as Chief Executive Officer.
- Johan Jacobus Senekal (“Johan”) has tendered his resignation as Independent Non-executive Director with
immediate effect. The board wishes to thank Johan for his valued contribution to the Group.
- Petrus Johannes Jacobus Dry (“Pieter”) has been appointed as Chief Executive Officer with immediate effect.
Pieter qualified as a chartered accountant in 1987 and holds a Masters’ degree in Taxation which he obtained
from the University of Pretoria. He served four years at the Department of Finance - South African Revenue Services.
Following his time at SARS, he practiced as a registered auditor from 1992 to 2000. He was involved in the
establishment of the BDM Group in 2001. The board welcomes the appointment of Pieter and looks forward to his
contribution.
- Jacobus Gerrit Nieuwoudt (“Kobus”) has been appointed as Chief Operating Officer with immediate effect. Kobus
holds a B.Acc (Honn) degree from the University of Stellenbosch and qualified in 1987 as a chartered accountant.
He was one of the founders of the King Pie Franchise Group which was sold to the Mvela Group in 1997. Kobus was
the CEO of RoyalSechaba until 2007 when he joined the BDM Group as shareholder and as Managing Director of BDM
Staffing (Proprietary) Limited. The board welcomes the appointment of Kobus and looks forward to his contribution.
- Nicolaas Godfried Thiart (“Godfried”) has been appointed as an Executive Director with immediate effect. Godfried
is one of the founding members of the BDM Group. He has a career in market development and sales in various industries.
Godfried is directly involved in all client liaison activities and is well known in the various industries of the
Group. He has vast experience in human behaviour and –analysis. The board welcomes the appointment of Godfried and
looks forward to his contribution.
- Judy Malan (“Judy”) has been appointed as an Independent Non- executive Director with immediate effect. Judy is
an independent practitioner in the field of leadership development. Most of her work is with Top Teams, helping
them to align and improve the effectiveness of their team interactions and organizational engagement. She also
supports C-suite leaders as an executive coach. Prior to starting her own practice in February 2013, Judy spent
14 years with McKinsey & Company, where she was a partner of the Firm, based in the Johannesburg office from 2004.
During this time her work focused on enabling large-scale performance transformation programs, with a particular
focus on organisational culture and leadership. She also had the opportunity to lead McKinsey’s Organisation and
Public Sector practices for Sub-Saharan Africa. Judy attended the University of Stellenbosch where she obtained
a LLB (Cum Laude) degree and received the University of Stellenbosch Chancellor’s Medal: Top Student of the University
across all faculties. Judy further attended Oxford University where she obtained a BCL (Masters in law) degree
and received the Balliol Dervorguilla Scholarship. The board welcomes the appointment of Judy and looks forward to
her contribution.
27 November 2013
Johannesburg
Transaction and corporate adviser: PSG Capital
Independent designated adviser: Questco
Date: 27/11/2013 03:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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