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Results of General Meeting of Indequity Shareholders and Schemes Meeting
INDEQUITY GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/015883/06
Share code: IDQ ISIN: ZAE000016606
(“Indequity” or “the Company”)
RESULTS OF GENERAL MEETING OF INDEQUITY SHAREHOLDERS, ORDINARY SHARE SCHEME
MEETING, A CLASS PREFERENCE SHARE SCHEME MEETING AND B CLASS PREFERENCE SHARE
SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to
1.1 the following announcements released on SENS:
- the Firm Intention Announcement dated 24 August 2020 regarding, inter alia,:
o an offer by Indequity to acquire all of the Ordinary Shares, excluding the Excluded
Ordinary Shares, being a total of 3 303 736 Ordinary Shares for a cash
consideration of R8.00 per Ordinary Share, in accordance with the provisions of
sections 48 and 114(1)(e) of the Companies Act, by way of a scheme of
arrangement (“Ordinary Share Scheme”);
o separate to the Ordinary Share Scheme, but concurrently with it and in
compliance with the requirements for the Delisting Resolution, a conditional
General Offer by Indequity to holders of Ordinary Shares to acquire all of the
Ordinary Shares for a cash consideration of R8.00 per General Offer Share, in
accordance with the provisions of sections 48 and 117(1)(c)(v) of the Companies
Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements, which will be
implemented only if the Ordinary Share Scheme fails;
o the subsequent Delisting of all of the Ordinary Shares from the JSE in terms of
paragraph 1.17(b) of the Listings Requirements, pursuant to the implementation
of the Ordinary Share Scheme or, if the Ordinary Share Scheme fails, pursuant
to the Delisting Resolution being approved, and the General Offer being
implemented;
o the voluntary repurchase by Indequity of all of the A Class Preference Shares,
excluding the Excluded A Class Preference Shares, being a total of 7 536 545 A
Class Preference Shares, for a cash consideration of R0.102 per A Class
Preference Share (“A Class Preference Share Scheme”); and
o the voluntary repurchase by Indequity of all of the B Class Preference Shares,
excluding the Excluded B Class Preference Shares, being a total of 5 414 552 B
Class Preference Shares, for a cash consideration of R0.01 per B Class
Preference Share (“B Class Preference Share Scheme”);
- the distribution of the Circular and Notices Convening the General Meeting of Indequity
Shareholders, the Ordinary Share Scheme Meeting, the A Class Preference Share
Scheme Meeting and the B Class Preference Share Scheme Meeting announcement
dated 7 October 2020; and
1.2 the Circular distributed to Shareholders on 7 October 2020.
Terms defined in the aforementioned announcements and in the Circular shall, unless otherwise
stated, bear the same meaning in this announcement.
Shareholders are advised that, at the General Meeting of Indequity Shareholders, the Ordinary Share
Scheme Meeting, the A Class Preference Share Scheme Meeting and the B Class Preference Share
Scheme Meeting held on Thursday, 19 November 2020, all resolutions as set out in the Notice
convening the General Meeting of Indequity Shareholders (purple), the Notice convening the
Ordinary Share Scheme Meeting (white), the Notice convening the A Class Preference Share
Scheme Meeting (blue) and the Notice convening the B Class Preference Share Scheme Meeting
(turquoise), respectively, were passed by the requisite majority of Shareholders entitled to vote, as
set out below.
2. RESULTS OF GENERAL MEETING OF INDEQUITY SHAREHOLDERS
Special Resolution Number 1: Approval of the Repurchase of A Class Preference Shares in
terms of section 48(8) of the Companies Act
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 31 609 904, representing 89.73% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Special Resolution Number 1 was
35 227 488, which excludes 950 000 Treasury Shares.
For Against Abstained
31 609 904 - 3 500
100.00% 0.00% 0.01%
Special Resolution Number 2: Approval of the Repurchase of B Class Preference Shares in
terms of section 48(8) of the Companies Act
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 31 609 904, representing 89.73% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Special Resolution Number 2 was
35 227 488, which excludes 950 000 Treasury Shares.
For Against Abstained
31 609 904 - 3 500
100.00% 0.00% 0.01%
Special Resolution Number 3: Approval of the Repurchase of Ordinary Shares in terms of
section 48(8) of the Companies Act if the Ordinary Share Scheme Terminates or lapses
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 12 637 248, representing 35.87% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Special Resolution Number 3 was
16 254 833, which excludes 950 000 Treasury Shares and 18 972 655 Shares held by the
Remaining Shareholders.
For Against Abstained
12 637 248 - 653 580
100.00% 0.00% 1.86%
Special Resolution Number 4: Approval of the Specific Repurchase of Ordinary Shares in
terms of paragraph 5.69(b) of the Listings Requirements if the Ordinary Share Scheme
Terminates or lapses
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 18 669 963, representing 53.00% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Special Resolution Number 4 was
18 972 655, being the Shares held by the Remaining Shareholders.
For Against Abstained
18 669 963 - 302 693
100.00% 0.00% 0.86%
Ordinary Resolution Number 1: Approval for the Delisting in terms of paragraphs 1.15 and
1.16 of the Listings Requirements
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 13 455 108, representing 38.19% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Ordinary Resolution Number 1 was
17 072 692, which excludes 950 000 Treasury Shares and 18 154 796 Shares held by the controlling
Shareholder, Indo-Atlantic, and their associates.
For Against Abstained
13 455 108 - 191 128
100.00% 0.00% 0.54%
Ordinary Resolution Number 2: Approval of the entry into all and any agreements pursuant
to section 75(7)(b)(i)
The number of Ordinary Shares, A Class Preference Shares and B Class Preference Shares voted
in person or by proxy was 31 609 904, representing 89.73% of the total issued Shares in the
Company.
The total number of Shares eligible for voting in terms of Ordinary Resolution Number 2 was
35 227 488, which excludes 950 000 Treasury Shares.
For Against Abstained
31 609 904 - 3 500
100.00% 0.00% 0.01%
3. RESULTS OF ORDINARY SHARE SCHEME MEETING
Special Resolution Number 1: Approval of the Ordinary Share Scheme Resolution in
accordance with the requirements of sections 48(8), 114 and 115 of the Companies Act
The number of Ordinary Share Scheme Shares voted in person or by proxy was 1 783 454,
representing 18.50% of the total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of Special Resolution Number 1 was
3 303 736 (being the Ordinary Share Scheme Shares), which excludes 950 000 Treasury Shares
and 5 384 072 Excluded Ordinary Shares.
For Against Abstained
1 783 454 - 3 500
100.00% 0.00% 0.04%
Ordinary Resolution Number 1: Approval of the Delisting in terms of paragraphs 1.15 and 1.16
of the Listings Requirements
The number of Ordinary Shares voted in person or by proxy was 2 010 254, representing 20.86% of
the total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of Ordinary Resolution Number 1
was 3 530 536, which excludes 950 000 Treasury Shares and 5 157 272 Ordinary Shares held by
the controlling Shareholder, Indo-Atlantic, and their associates.
For Against Abstained
2 010 254 - 3 500
100.00% 0.00% 0.04%
Ordinary Resolution Number 2: Authority granted to Directors
The number of Ordinary Shares voted in person or by proxy was 7 167 526, representing 74.37% of
the total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of Ordinary Resolution Number 2
was 8 687 808, which excludes 950 000 Treasury Shares.
For Against Abstained
7 167 526 - 3 500
100.00% 0.00% 0.04%
4. RESULTS OF A CLASS PREFERENCE SHARE SCHEME MEETING
Special Resolution Number 1: Approval of the A Class Preference Share Scheme Resolution
in accordance with the requirements of sections 48(8), 114 and 115 of the Companies Act
The number of A Class Preference Share Scheme Shares voted in person or by proxy was
6 313 686, representing 42.46% of the total issued A Class Preference Shares in the Company.
The total number of A Class Preference Shares eligible for voting in terms of Special Resolution
Number 1 was 7 536 545 (being the A Class Preference Share Scheme Shares), which excludes
7 333 455 Excluded A Class Preference Shares.
For Against Abstained
6 313 686 - -
100.00% 0.00% 0.00%
Ordinary Resolution Number 1: Authority granted to Directors
The number of A Class Preference Share Scheme Shares voted in person or by proxy was
13 647 142, representing 91.78% of the total issued A Class Preference Shares in the Company.
The total number of A Class Preference Shares eligible for voting in terms of Ordinary Resolution
Number 1 was 14 870 000.
For Against Abstained
13 647 142 - -
100.00% 0.00% 0.00%
5. RESULTS OF B CLASS PREFERENCE SHARE SCHEME MEETING
Special Resolution Number 1: Approval of the B Class Preference Share Scheme Resolution
in accordance with the requirements of sections 48(8), 114 and 115 of the Companies Act
The number of B Class Preference Share Scheme Shares voted in person or by proxy was
4 454 879, representing 38.17% of the total issued B Class Preference Shares in the Company.
The total number of B Class Preference Shares eligible for voting in terms of Special Resolution
Number 1 was 5 414 552 (being the B Class Preference Share Scheme Shares), which excludes
6 255 128 Excluded B Class Preference Shares.
For Against Abstained
4 454 879 - -
100.00% 0.00% 0.00%
Ordinary Resolution Number 1: Authority granted to Directors
The number of B Class Preference Share Scheme Shares voted in person or by proxy was
10 710 007, representing 91.78% of the total issued B Class Preference Shares in the Company.
The total number of B Class Preference Shares eligible for voting in terms of Ordinary Resolution
Number 1 was 11 669 680.
For Against Abstained
10 710 007 - -
100.00% 0.00% 0.00%
6. REMAINING CONDITION TO THE SCHEMES
Shareholders are further advised that the Schemes remain subject to, inter alia, the fulfilment of one
outstanding condition, namely the issue by the Takeover Regulation Panel of a compliance certificate
contemplated in section 121(b)(i) of the Companies Act. Indequity did not receive any notices from
its Shareholders in terms of section 164 of the Companies Act, objecting to the Schemes. Once the
last remaining condition has been fulfilled, a further announcement confirming the relevant dates for
implementation of the Schemes will be made.
The board of directors of the Company, individually and collectively, accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that, to the best of its knowledge and belief, the information contained in this
announcement pertaining to the Company is true and does not omit any facts that would be likely to affect
the importance of any information contained herein, and that all reasonable enquiries to ascertain such
information has been made.
Johannesburg
19 November 2020
Corporate Advisor and Sponsor to Indequity
Merchantec Capital
Date: 19-11-2020 03:00:00
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