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Changes To The Board Of Directors And Resignation Of Company Secretary
NEW CORPCAPITAL LIMITED
Registration number: 2001/006539/06
Share code: NCA ISIN: ZAE000167375
(“NCC” or “the Company”)
CHANGES TO THE BOARD OF DIRECTORS AND RESIGNATION OF COMPANY
SECRETARY
1. Introduction
Shareholders are referred to the circular and Revised Listing Particulars dated 11 September 2012
(the “Circular”) as well as the announcement published on SENS on 21 November 2012 advising Shareholders
that all outstanding Conditions Precedent in respect of the Proposed Acquisition had been fulfilled.
Capitalised terms contained in this announcement are as defined in the Circular.
In accordance with the Acquisition Agreement, on the Closing Date, as defined below, the Vendors’ nominees
to the Board shall be appointed and all persons employed by the Company as executives shall cease to be so
employed.
At the General Meeting, Shareholders approved the appointment of each of James Allan, René Hochreiter,
David Levithan, Marietjie van Tonder, Charles Mostert, Phillip Botha Schabort and Victor Tersius de Villiers as
Directors of the Company with effect from the Closing Date.
The Closing Date is defined in the Acquisition Agreement as “a date agreed upon by the parties to be no later
than seven business days after all of the Conditions Precedent shall have been fulfilled or waived or as the
parties may otherwise agree”.
The parties have agreed that the Closing Date will occur on 22 November 2012, on which date the appointments
and/or resignations of the various Directors becomes effective.
2. Resignations
Each of Benji Liebmann and Douglas Brooking has resigned as a Director with effect from the commencement
of 23 and 21 November 2012, respectively.
3. Appointments
The following new Directors have been appointed with effect from the commencement of 23 November 2012:
3.1. Executive Directors:
James Allan – Chief Executive Officer - (53) BSc (Eng) (Mining) MBA
James Allan is a co-founder and a director of Sable Platinum Holdings (Pty) Limited. He has been
involved in the mining and financial services industries for the past 29 years. During this time he has
been a partner at Anderson Wilson and Partners, Barnard Jacobs and Mellet and became a top rated
diamond analyst. He has started a number of companies in the mining industry. In 2006 he formed
Allan Hochreiter with René Hochreiter.
René Hochreiter (54) BSc (Eng) (Mining and Geology)
René Hochreiter is a co-founder and a director of Sable Platinum Holdings (Pty) Limited. He has been
involved in the mining and financial services industries for the past 32 years. He has been a partner at
Anderson Wilson and Partners, a director at Barnard Jacobs Mellet and an Investment Banker at
Nedbank. He was rated the top platinum analyst for 10 consecutive years. In 2006 he formed Allan
Hochreiter with James Allan.
David Levithan (55) BA LLB
David Levithan is a co-founder and a director of Sable Platinum Holdings (Pty) Limited. He has been
an admitted attorney for some 28 years. For the last 13 years he has specialised in minerals law and has
experience in several aspects of commercial law including mergers and acquisitions, corporate
reconstructions and litigation.
Marietjie van Tonder – Financial Director – (44) BCom BEd MBL CA(SA)
Marietjie van Tonder is a CA(SA). She completed her articles in a small to medium size audit firm in
Johannesburg. She has been exposed to a diverse range of companies and has gained valuable
experience in the fields of auditing, accounting and taxation. After the completion of her articles she
became an audit manager and was offered a position as a partner in the same firm in 2010.
3.2. Non-executive Director
Phillip Botha Schabort (54) BSc (Eng) (Civil) MBA
Botha Schabort has been a shareholder and director of Sable Platinum Holdings (Pty) Limited since
2009. He has been in the financial service industry and an entrepreneur since 1985. Botha was a
co-founder of PSG Group and joint managing director of PSG Investment Bank. Since 2005 Botha has
been a director of SAGIT Limited a company involved in private equity, notably Eden Island
Development Company (Seychelles) and SAGIT Energy Ventures.
3.3. Independent Non-executive directors
Charles Mostert (56) BCom (Hons) Certificate in Mining Tax MDP Diploma MBL
Charles Mostert has 33 years experience in the mining industry. He has served as
Chairman/CEO/Director of 10 resource companies listed on the Australian Stock Exchange with over
$400 million in capital raisings. He has a vast international network of financiers in the mining
industry. His resources experience includes gold, diamonds, coal, copper, platinum and iron ore. He
currently serves as President – African Business Development for Forbes and Manhattan Inc,
a Canadian Merchant Bank which focuses on investment in the resources sector. He is a past Vice
President – Corporate Development for Forbes and Manhattan Coal Inc. Since joining Forbes in 2008,
he has been the principal party for the identification, negotiation and acquisition of Slater Coal, Sable
Platinum, Bengwenyama Platinum, Naboom Platinum and a Transnet/Richards Bay Coal export
allocation for Forbes Coal Corp. He also incubated a substantial coal acquisition in Zimbabwe. Prior to
joining Forbes and Manhattan he was CEO of Lonrho Mining Ltd. He is a founding director of Omega
Investment Mining Partners. He is also a founding director of Gulara Trading 101 LLP, a company
registered in the UK and based in London which specialises in providing logistics to mining companies.
Tertius de Villiers (35) BCom (Hons) (Acc), CA(SA), CFA
Tertius de Villiers is a Chartered Accountant with 10 years’ experience. He completed his articles with
Deloitte in Pretoria and joined BHP Billiton’s Coal operations at the start of 2003 as a financial
accountant at Koomfontein mine. He moved on to the group’s treasury at the start of 2005. During his
treasury stay, which included stints in Johannesburg and The Hague, he worked on US and European
Bond placements, as well as on the group’s buy-back programme. Tertius de Villiers returned to South
Africa in 2007 and joined the group’s Strategy and Business Development department, where he gained
experience in valuations and structuring of BEE transactions. In May 2008 he joined Allan Hochreiter
as a Senior Business Analyst, where he was inter alia involved in the Richards Bay Minerals
restructuring and empowerment transaction, the sale of Manganese Metals Company and the valuation
of Platmin Limited operations, as well as advice on the acquisition of Sedibelo West. In 2011 he joined
Hindsight Commercial and Financial Solutions as Director, where he is involved in Eskom’s
negotiation of long term coal procurement contracts.
3.4. Current directors
The following independent non-executive Directors will remain on the Board:
Tom Wixley – Chairman – (72) Bcom CA(SA)
Tom Wixley was appointed to the board of Corpcapital Limited in 2002. He was appointed chairman of
Corpcapital Limited in January 2005 and is currently the Chairman of New Corpcapital Limited. Tom
Wixley is the former chairman of Ernst & Young in South Africa and currently serves on the boards of
Anglo Platinum Limited and Johnnic Communications Limited.
Neil Lazarus (53) BA LLB
Neil Lazarus was appointed to the board of Corpcapital Limited in 2001. He was a member of the
former Corpcapital Limited board since 1999 prior to the merger with Corpgro Limited. Prior to joining
Corpcapital Limited, Neil Lazarus practiced as an advocate, specialising in commercial matters mainly
in the field of mergers, take-overs and corporate reconstructions. He was appointed as Senior Counsel
in 1998 and an Acting Judge by the Minister of Justice in 1999.
Accordingly, with effect from the commencement of 23 November 2012, the Board of NCC comprises
the following Directors:
Executive Non-executive
James Allan (Chief Executive Officer) Tom Wixley* (Chairman)
Marietjie van Tonder (Financial Director) Neil Lazarus*
René Hochreiter Tertius de Villiers*
David Levithan Charles Mostert*
Botha Schabort
* Independent
4. Resignation of the company secretary
In compliance with the requirements of paragraph 3.59 of the JSE Listings Requirements, the Company hereby
advises that Jonathan Welham has resigned as company secretary with effect from the commencement of
23 November 2012.
A further announcement will be released on SENS once a new company secretary has been appointed.
22 November 2012
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 22/11/2012 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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