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Report on proceedings at the general meeting
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
(“Metrofile”)
REPORT ON PROCEEDINGS AT THE GENERAL MEETING
Shareholders of Metrofile ("Shareholders") are referred to the announcements released on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on:
- Tuesday, 1 November 2016 announcing the conclusion of the Subscription Agreement between Metrofile and MIC Investment Holdings Proprietary Limited
("MICIH") and the proposed Subscription by MICIH for shares in Metrofile;
- Wednesday, 16 November 2016 announcing the posting of the Circular including a notice of general meeting in relation to the Subscription; and
- Monday, 5 December 2016 announcing the conclusion of an addendum to the Subscription Agreement providing for undertakings by the parties in relation to the
making of a voluntary general offer in certain circumstances.
Defined terms used but not defined in this announcement have the meanings set out in the announcements set out above.
Shareholders are advised that, at the general meeting of Shareholders, all of the resolutions tabled there at were passed by the requisite majority of votes cast by
Shareholders present in person or represented by proxy.
As at Friday, 9 December 2016, being the voting record date, Metrofile had 427 084 010 ordinary shares in issue. The total number of issued ordinary shares in the capital
of Metrofile which were present / represented at the general meeting is 140 219 740 (being 32.83% of the total issued share capital).
The details of the results of the general meeting are as follows:
Votes carried disclosed as a percentage
in relation to the total number of shares Shares abstained
Shares voted disclosed
voted at the General Meeting disclosed as a
Number of as a percentage in
Resolutions percentage in relation
shares voted relation to the issued
to the issued share
share capital*
capital*
For Against
Special Resolution Number 1: Specific
91.25 8.75 139 736 329 49.88 0.17
Authority to Issue Shares for Cash
Special Resolution Number 2: Authority to
91.41 8.59 139 626 329 49.84 0.21
Issue Shares in Terms of Section 41(1) of
the Companies Act
Special Resolution Number 3: Authority for
Financial Assistance in terms of section 44 100.00 0.00 139 626 329 49.84 0.21
of the Companies Act
Special Resolution Number 4: Authority for
Financial Assistance in terms of section 45 100.00 0.00 139 626 329 49.84 0.21
of the Companies Act
Ordinary Resolution Number 1: Waiver of
99.92 0.08 139 735 723 49.88 0.17
Mandatory Offer
*Based on 280 140 538 Shares that can be exercised at the meeting
In light of the approval by the requisite majorities of all of the resolutions at the general meeting, and in particular the approval and coming into effect of the Waiver
Resolution, Shareholders are advised that an application will be submitted to the Takeover Regulation Panel (“TRP”) on Wednesday, 14 December 2016 for the granting of
the TRP Waiver Ruling. If the TRP Waiver Ruling is granted, Metrofile will release a SENS announcement advising Shareholders of the TRP Waiver Ruling and informing
Shareholders that they may request the Takeover Special Committee to review the TRP Waiver Ruling within 5 Business Days of such announcement.
Shareholders will be advised in due course regarding the progress made in relation to the fulfilment or waiver of the outstanding suspensive conditions to which the
Subscription is subject.
Johannesburg
14 December 2016
Financial Adviser to MICIH and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Adviser to Metrofile
Edward Nathan Sonnenbergs Incorporated
Legal Adviser to MICIH
PricewaterhouseCoopers Legal Proprietary Limited
Sponsor to Metrofile
The Standard Bank of South Africa Limited
Date: 14/12/2016 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
