TISO BLACKSTAR GROUP SE - Results Of The Court Meeting And General Meeting And Revision Of The Important Expected Dates And Times

Results Of The Court Meeting And General Meeting And Revision Of The Important Expected Dates And Times

TISO BLACKSTAR GROUP SE
(Incorporated in England and Wales)
(Registration number: SE000110)
(Registered as an external company with limited
liability in the Republic of South Africa under
registration number: 2011/008274/10)
Share code: TBG
ISIN: GB00BF37LF46
(“Tiso Blackstar” or “the Company”)


RESULTS OF THE COURT MEETING AND GENERAL MEETING AND REVISION OF THE
IMPORTANT EXPECTED DATES AND TIMES RELATING TO THE SCHEME


Capitalised terms used below and elsewhere in this announcement and that are not otherwise defined,
bear the meaning ascribed to them in the circular distributed to Tiso Blackstar shareholders on
31 July 2020 (“Circular”).

Shareholders are hereby advised that the approval sought at the Court Meeting of the Company held
today at 9:00 a.m. BST (10:00 a.m. SAST) at North West House, 119 Marylebone Road, Marylebone,
London, NW1 5PU, United Kingdom was obtained and that all of the resolutions proposed at the General
Meeting of the Company held today at 9:15 a.m. BST (10:15 a.m. SAST) at North West House, 119
Marylebone Road, Marylebone, London, NW1 5PU, United Kingdom, were passed by the requisite
majorities of the Company’s shareholders.

Details of the results of the voting at the Court Meeting are as follows:

                              Votes for      Votes against
                          resolution as      resolution as                        Number of      Number of
                           a percentage       a percentage                      shares voted        shares
                               of total           of total                          at Court     abstained
                              number of          number of         Number of    Meeting as a          as a
 Resolutions               shares voted       shares voted      shares voted   percentage of    percentage
 proposed at the               at Court           at Court          at Court       shares in  of shares in
 Court Meeting                  Meeting            Meeting           Meeting           issue         issue
 
 Special resolution:
 Approval of
 Scheme                         77.45%             22.55%       236 550 566         87.61%         0.00%

Details of the results of the voting at the General Meeting are as follows:

                              Votes for      Votes against
                          resolution as      resolution as                        Number of       Number of
                           a percentage       a percentage                     shares voted          shares
                               of total           of total                       at General       abstained
                              number of          number of         Number of   Meeting as a            as a
 Resolutions               shares voted       shares voted      shares voted  percentage of      percentage
 proposed at the             at General         at General        at General      shares in    of shares in
 General Meeting                Meeting            Meeting           Meeting          issue           issue
 
 Special resolution
 number 1: Approval
 of Scheme and
 Capital Reduction              77.70%             22.30%       246 069 796         91.14%         0.00%
 
 Ordinary resolution
 number 1: Delisting
 of Tiso Blackstar              77.69%             22.31%       246 069 796         91.14%         0.00%
 Shares from the
 Main Board of the
 JSE pursuant to
 paragraph 1.15(a)
 of the JSE Listings
 Requirements
 
 Ordinary resolution
 number 2: Approval
 of the KTH Sale               71.90%            28.10%       195 282 260            72.33%        0.00%
 
 Ordinary resolution
 number 3: Authority
 for off-market
 purchase of own
 shares under
 section 694 of the
 UK Companies Act              77.69%            22.31%       246 069 796            91.14%        0.00%

Note
Total number of shares in issue as at the date of the Court Meeting and General Meeting was 275 75 092.
Of these, 5 758 411 are held in treasury and cannot be voted at general meetings or at the Court Meeting.
Accordingly, the total number of shares eligible to be voted at the meetings was 269 994 681.

Shareholders are furthermore advised that, as certain Conditions, which includes, inter alia, the KTH Sale
being implemented and the cash payment of the KTH Sale Consideration being received by Tiso
Blackstar and the Scheme and the Capital Reduction being sanctioned and confirmed by the UK Court,
are still outstanding, the important dates and times relating to the Scheme, as included in the Circular,
will be revised.

Shareholders will be updated in due course regarding the revised important dates and times relating to
the Scheme.

London
21 September 2020


        Sponsor                  Corporate Advisor          English Legal advisor           SA Legal Advisor
      PSG Capital                 Vestra Advisory               Paul Hastings             Cliffe Dekker Hofmeyr

Date: 21-09-2020 02:15:00
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