EXCELLERATE HOLDINGS LIMITED - Results of General Meeting - PRO RATA Offer and Delisting

Results of General Meeting - PRO RATA Offer and Delisting

Excellerate Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL ISIN: ZAE000026092
(“Excellerate” or “the Company”)


RESULTS OF GENERAL MEETING: PRO RATA OFFER AND DELISTING

Further to the posting of a circular to Excellerate shareholders dated 2 July 2012 (the “circular”) and the
announcement released on SENS and published in the press dated 29 June 2012 in respect of:
1.      a pro rata offer to be made by the Company to all Excellerate shareholders to acquire all Excellerate
        shareholders’ shares in the Company in terms section 48 of the Companies Act 2008 (the “Companies Act”)
        for an offer price of R1.15 per Excellerate share (“the offer”) to be effected by way of a scheme of arrangement
        in terms of section 114 of the Companies Act (the “scheme”); and

2.      the delisting of all Excellerate shares from the JSE Limited (the “delisting”).
Excellerate shareholders are advised that at the general meeting of shareholders held on Tuesday, 31 July 2012, all
resolutions required to be passed by Excellerate shareholders to approve the scheme and the delisting were passed by
approximately 92% of the total votes cast by Excellerate shareholders.

Shareholders are further advised that the implementation of the scheme and the delisting of the Company remains
subject to:

- shareholders holding at least 65 million shares accepting (or being deemed to have accepted) the offer, which
       condition is capable of being waived by the Company;

- the issue of a compliance certificate by the Takeover Regulation Panel in respect of the scheme in terms of
       section 119(4) of the Companies Act; and

- the Company is not required in terms of s115 of the Companies Act to seek or otherwise secure the approval of
       the High Court in order to implement the special resolution authorising the scheme. This condition may be
       waived by the Company on the condition that the High Court approves the special resolution in terms of s115(3)
       of the Companies Act.

A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding
conditions precedent to the proposed transactions at the appropriate time/s.

Johannesburg
31 July 2012

Corporate advisor and transaction sponsor to Excellerate
Javacapital


Legal advisor to Excellerate
Malam Scholes Attorneys



Date: 31/07/2012 05:32:00 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.