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SOUTHERN VIEW FINANCE LTD - Results of the Special General Meeting and Change to the Board of Directors

Release Date: 31/10/2013 17:37
Code(s): SVF     PDF:  
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Results of the Special General Meeting and Change to the Board of Directors

SOUTHERN VIEW FINANCE LTD
(Incorporated in Bermuda with registration number 47305)
BSX share code: SVF.BH                   JSE share code: SVF                ISIN: BMG829251013
(“Southern View” or “the Company”)


ANNOUNCEMENT – RESULTS OF THE SPECIAL GENERAL MEETING AND CHANGE TO THE
BOARD OF DIRECTORS


1. RESULTS OF THE SPECIAL GENERAL MEETING OF SHAREHOLDERS HELD ON 30 OCTOBER
   2013 (“MEETING”)

       Shareholders are advised that the resolutions proposed in the notice to shareholders issued on 14
       October 2013 (“Notice”) were passed by the requisite majority of votes cast in favour thereof at the
       Meeting.

1.1.     SPECIFIC ISSUE OF SHARES

1.1.1.     In terms of the first resolution passed at the Meeting, the specific issue to Capital Partners Group
           Holdings Limited (“CPGHL”) of such number of Class A Shares (“Specific Issue Shares”) as
           shall be determined by aggregating the subscription consideration of ZAR190,000,000 (one
           hundred and ninety million Rand) as converted into US$ at the prevailing exchange rate on 31
           October 2013 and at a subscription price of US$1.00 per Class A Share has been approved,
           subject to the consent of the Company’s primary exchange, the Bermuda Stock Exchange
           (“BSX”) to the Issue of the Specific Issue Shares to CPGHL.

1.1.2.     The applicable exchange rate for the conversion of the subscription consideration in respect of
           the Specific Issue Shares is US1.00 : ZAR9.9777, being the mid-market US$/ZAR rate on the
           Reuters screen at 11h00 Bermuda time on 31 October 2013.

1.1.3.     In the circumstances, 19,042,464 Class A Shares, constituting the Specific Issue Shares, will be
           allotted and, subject to the consent of the BSX, issued to CPGHL. Application will be made for a
           primary listing of the Specific Issue Shares on the BSX and a secondary listing on the JSE
           Limited’s Alternative Exchange (“AltX”).

1.1.4.     Further announcements will be made regarding the application to list the Specific Issue Shares
           on the BSX and AltX, respectively, and the issue of the Company’s restated prospectus following
           the issue and listing of the Specific Issue Shares

1.2.     APPOINTMENT OF DIRECTORS

1.2.1.     In terms of the second and third resolutions passed at the Meeting, the appointment of Mr James
           Robert Bareham and Mr Hermanus Roelof Willem Troskie as directors of the Company, with
           effect from 31 October 2013, has been approved.

1.2.2.     Shareholders are referred to the Notice for detail on and a short curriculum vitae of Mr Bareham
           and Mr Troskie, respectively.

2. CHANGE TO THE BOARD OF DIRECTORS

2.1.1.     Shareholders are advised that Mr Trevor James Davis, Mr Nicolaas Faure and Mrs Julie
           Lamberth-Dawson have resigned as directors of the Company with effect from 31 October 2013
           and that Mr James Robert Bareham has been appointed as chief executive officer, also with
           effect from 31 October 2013. Mr James Robert Bareham will also serve as acting chairman of the
           Company.

2.1.2.     As a result and from 31 October 2013, the board of directors of the Company will be constituted
           by Mr James Robert Bareham as chief executive director, Mr Hermanus Roelof Willem Troskie,
           Mr James Keyes and Mr Gregory Toloram.

31 October 2013
Hamilton / Johannesburg

SA Corporate Advisor: Bravura Equity Services (Proprietary) Limited
JSE Sponsor: Bravura Equity Services (Proprietary) Limited
BSX Sponsor: Global Custody and Clearing Limited
SA Legal Advisor: Edward Nathan Sonnenbergs Incorporated

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