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Results of General Meeting and Non-Implementation of the Scheme of Arrangement
BELL EQUIPMENT LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1968/013656/06
Share code: BEL ISIN: ZAE000028304
("Bell Equipment" or "the Company")
IA BELL AND COMPANY PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1964/005775/07
("IAB" or "the Offeror")
RESULTS OF GENERAL MEETING AND NON-IMPLEMENTATION OF THE SCHEME OF
ARRANGEMENT
1. INTRODUCTION
Shareholders are referred to:
1.1 the joint firm intention announcement ("Firm Intention Announcement") by Bell Equipment and
IAB released on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Monday, 15 July 2024 relating to IAB's firm intention to make an offer ("IAB Offer") to acquire, by
way of a scheme of arrangement ("Scheme") in terms of section 114(1) of the Companies Act,
2008 (Act 71 of 2008), as amended ("Companies Act"), all of the Bell Equipment Shares from
Shareholders, save for 32 233 Shares owned by Bell Equipment Group Services Proprietary
Limited, a wholly owned subsidiary of the Company, 67 040 093 Shares owned by IAB and
14 169 896 Shares held by certain Shareholders who are related to the founding family of Bell
Equipment and certain third parties, collectively 'Concert Parties' and 'Excluded Shareholders' for
purposes of the IAB Offer, for a cash amount equal to R53.00 (or 5 300 cents) per Scheme Share;
1.2 the announcement entitled 'Supplement to the Firm Intention Announcement" released on SENS
on Monday, 5 August 2024 relating to the composition of the Independent Board;
1.3 the announcement entitled 'Distribution of Combined Circular and Notice convening a General
Meeting of Bell Equipment Shareholders' released on SENS on Tuesday, 13 August 2024; and
1.4 the announcement entitled 'Date of publication of Interim Results and Correction of dates in respect
of Dealings in Bell Equipment Shares by a Concert Party' released on SENS on Thursday,
22 August 2024.
Unless expressly defined in this announcement, capitalised terms herein have the meaning ascribed to
them in the Circular.
2. RESULTS OF GENERAL MEETING
Shareholders are advised that, at the General Meeting held today, Thursday, 12 September 2024 neither
of the Resolutions, as set out in the Notice of General Meeting, were passed by the requisite majority of
Shareholders.
3. VOTING RESULTS
3.1 The total number of Shares in issue as at the date of the General Meeting is 95 629 385.
3.2 The total number of Shares eligible to vote at the General Meeting on both Resolutions, is
14 387 163. The Excluded Shares, being 81 242 222 Shares, are precluded from voting.
3.3 With regard to:
3.3.1 Special Resolution Number 1, the total number of Shares voted in person or by proxy was
10 870 474 representing 75.56% of the total number of Shares that could have been voted
at the General Meeting; and
3.3.2 Special Resolution Number 2, the total number of Shares voted in person or by proxy was
10 778 394 representing 74.92% of the total number of Shares that could have been voted
at the General Meeting.
3.4 The Resolutions proposed at the General Meeting, together with the percentage of votes carried
for and against each Resolution, as well as the percentage of Shares abstained, are set out below:
% of votes % of votes
for the against the % of Shares
Resolution Resolution Resolution abstained
Special Resolution Number 1: Approval of the
Scheme in terms of sections 114 and 115 of the
Companies Act by Bell Equipment Shareholders 52.96 47.04 0.35
Special Resolution Number 2: Revocation of
Special Resolution Number 1 52.81 47.19 0.99
4. NON-IMPLEMENTATION OF THE SCHEME
Given that the Resolutions have not been passed, the conditions to the Scheme were not all fulfilled and
the Scheme will not be implemented in accordance with its terms and the Delisting of Bell Equipment will
not occur pursuant to paragraph 1.17(b) of the JSE Listings Requirements.
5. RESPONSIBILITY STATEMENTS
5.1 The Independent Board (to the extent that the information relates to Bell Equipment) collectively
and individually accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to Bell Equipment is true, and that this announcement does not omit anything that is likely
to affect the importance of such information.
5.2 The board of directors of IAB (to the extent that the information relates to IAB and the Excluded
Shareholders, being the Concert Parties) collectively and individually accept responsibility for the
information contained in this announcement and certify that, to the best of their knowledge and
belief, the information contained in this announcement relating to IAB is true, and that this
announcement does not omit anything that is likely to affect the importance of such information.
Richards Bay
12 September 2024
Corporate Advisor and Transaction Sponsor to Bell Equipment
Merchantec Capital
Legal Advisor to Bell Equipment
Webber Wentzel
Corporate Advisor to IAB
Investec Bank Limited
Legal Advisor to IAB
ENS
Date: 12-09-2024 02:32:00
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