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Results of the General Meeting of Trans Hex shareholders
TRANS HEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
(“Trans Hex” or “the Company”)
RESULTS OF THE GENERAL MEETING OF TRANS HEX SHAREHOLDERS
1. Introduction
Shareholders are referred to the Firm Intention Announcement released on SENS on 30 September 2019
and the Circular dated 30 September 2019 (“Circular”), which was posted to shareholders and made
available on the Company’s website, regarding an offer by the Company to all Shareholders, other than the
Consortium and subsidiaries of the Company, to repurchase the issued share capital held by them for an
offer consideration of R1.00 per share, followed by a delisting of the Company from the JSE.
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the Circular.
2. Results of the General Meeting
2.1 The Trans Hex Board is pleased to announce that, pursuant to the General Meeting held today,
29 October 2019, all the resolutions as contained in the notice of General Meeting which formed
part of the Circular, were passed by the requisite majority of Shareholders entitled to vote.
2.2 Shareholders are advised that:
2.2.1 the total number of Shares in issue as at the date of the General Meeting was 115 488 113
Shares, which included 352 328 Treasury Shares;
2.2.2 the total number of Shares that were voted in person/represented by proxy on Special
Resolution Number 1 at the General Meeting was 8 095 566, being 7.01% of the total number
of Shares in issue (and being 35.11% of the total number of shares eligible to vote on Special
Resolution Number 1);
2.2.3 the total number of Shares that were voted in person/represented by proxy on Ordinary
Resolution Number 1 at the General Meeting was 8 095 578, being 7.01% of the total number
of Shares in issue (and being 35.11% of the total number of shares eligible to vote on Ordinary
Resolution Number 1);
2.2.4 the total number of Shares that were voted in person/represented by proxy on Special
Resolution Number 2, at the General Meeting was 92 075 781, being 79.97% of the total
number of Shares in issue (and being 100% of the total number of shares eligible to vote on
Special Resolution Number 2);
2.2.5 the total number of Shares that were voted in person/represented by proxy on Special
Resolution Number 3 and Ordinary Resolution Number 2 at the General Meeting was
100 171 347, being 86.74% of the total number of Shares in issue.
2.3 The result of the resolutions proposed at the General Meeting are set out below:
Resolution Total % of votes % of votes % of Shares
number of for the against the abstained
Shares resolution resolution (Note 2)
voted (Note 1) (Note 1)
Special Resolution 1 8 095 566 89.953 10.047 79.974
Approval of the Scheme
Special Resolution 2 92 075 781 100.000 0.000 0.000
Approval of Specific Repurchase
Special Resolution 3 100 171 347 99.188 0.812 0.003
Revocation of Special
Resolution number 1
Ordinary Resolution 1 8 095 578 89.750 10.250 79.974
Approval for the Delisting
Ordinary Resolution 2 100 171 347 99.229 0.771 0.003
Authority granted to directors
Note 1: Shares voted for and against are represented as a percentage of the total Shares voted.
Note 2: Abstentions are represented below as a percentage of total number of Shares in issue.
3. Conditions Precedent
3.1 The percentage of Shares that voted against the Scheme Resolution did not exceed 15% of the
Shares in issue and accordingly section 115(3)(a) of the Companies Act is not applicable, and
therefore the passing of the above resolutions fulfils the Conditions Precedent set out in paragraphs
6.2.1 and 6.2.2 of the Circular.
3.3 In addition, no Shareholders have given notice objecting to the Scheme and the percentage of
Shares that voted against the Scheme Resolution did not exceed 15% of the Shares in issue.
Accordingly, the Condition Precedent set out in paragraph 6.2.3 of the Circular has been fulfilled.
3.4 The Condition Precedent set out in paragraph 6.2.4 of the Circular, relating to receipt of the TRP’s
compliance certificate, remains subject to fulfilment and Shareholders will be further advised in
respect thereof.
Cape Town
29 October 2019
Corporate Advisor and Transaction Sponsor to Trans Hex
Questco Proprietary Limited
Date: 29/10/2019 05:51:00
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