Wrap Text
Results of meeting of shareholders
Southern Electricity Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/006894/06)
Share code: SLO & ISIN: ZAE000041919
("SELCo" or "the company")
RESULTS OF MEETING OF SHAREHOLDERS
1. INTRODUCTION
SELCo shareholders are referred to the firm intention
announcement made by Rural Maintenance Proprietary Limited
(“Rural Maintenance”) on 25 September 2013, as well as to the
circular issued to SELCo shareholders on 30 October 2013
(“Circular”), regarding the terms on which Rural Maintenance
intended acquiring the entire issued ordinary share capital
of SELCo, excluding the ordinary shares held by Resource
Management Integration Group Limited, ("REMIG")(“Scheme
Shares”) by way of a scheme of arrangement in terms of
section 114 of the Companies Act 71 of 2008, as amended
(“Companies Act”), (“Scheme”) (“Proposed Transaction”).
2. RESULTS OF THE GENERAL MEETING
SELCo shareholders are hereby notified that at the meeting of
SELCo shareholders held on Thursday, 28 November 2013 at
10h00 (“Scheme Meeting”), all of the resolutions required to
give effect to the Scheme as set out in the notice convening
the Scheme Meeting incorporated in the Circular were passed,
without modification, by the requisite majority of votes. The
Scheme Shares that were represented in voting at the Scheme
Meeting were 30.44%. 92.9% of these shares voted in favour
of the special resolution and 100% of these shares voted in
favour of the ordinary resolutions at the Scheme Meeting.
Furthermore, shareholders are advised that prior to the
general meeting, no shareholders objected to the special
resolution approving the Scheme in terms of section 164 of
the Companies Act.
3. OUTSTANDING SCHEME CONDITIONS PRECEDENT
3.1 Shareholders are advised that the following conditions
precedent to the Scheme (“Conditions Precedent”), as
detailed in the Circular, remain outstanding and will
be subject to fulfilment by no later than 31 January
2014:
3.1.1 to the extent required, the approval of the
implementation of such resolution by the High Court
in terms of section 115(2)(c) of the Companies Act;
and
3.1.2 the issue of a compliance certificate by the TRP with
respect to the Scheme.
3.2 The Conditions Precedent are of a regulatory nature and
cannot be waived.
3.3 SELCo and Rural may, collectively but not individually
(notwithstanding the fact that some of these Conditions
Precedent may have been stipulated for the benefit of
only one of them), by agreement in writing and with the
prior approval of the Takeover Regulation Panel, extend
the date for fulfilment of any one or more of the
Conditions Precedent in paragraph 3.1.
3.4 Upon fulfilment of all the Conditions Precedent, a
finalisation announcement will be made by SELCo as soon
as reasonably practicable.
4. SALIENT DATES AND TIMES
The remaining salient dates and times relating to the
finalisation and implementation of the Scheme (“Timetable”)
are set out hereunder for shareholders’ information and where
appropriate, action. Words and expressions in the Timetable
and notes thereto shall have the same meaning as assigned to
them in the Circular.
2013
Publication of results of the shareholders’ Friday, 29
meeting in the South African press on November
Last date on which shareholders can make
application to the court in terms of section Thursday, 12
115(3)(b) of the Companies Act December
If no shareholders exercise their rights in terms of section
115(3)(b) of the Companies Act:
Finalisation announcement expected to be Tuesday, 17
released on SENS December
Expected last day to trade in SELCo Shares
in order to be recorded in the register to Tuesday, 24
receive the scheme consideration December
Suspension of listing on the JSE of SELCo
shares expected to be at commencement of Friday, 27
trading on December
2014
Expected scheme consideration record date,
being the date on which scheme participants
must be recorded in the register to receive
the scheme consideration, by close of Friday, 3
trading on January
The operative date of the Scheme is expected Monday, 6
to be on January
Scheme consideration is expected to be
paid/posted to certificated scheme
participants (if documents of title are
received on or prior to 12:00 on the scheme Monday, 6
consideration record date) on or about January
Dematerialised scheme participants are
expected to have their accounts held at Monday, 6
their CSDP or broker updated on or about January
Termination of listing of SELCo Shares
expected at the commencement of trading on Tuesday,7
or about January
Notes:
1. All dates and times may be changed by mutual agreement between
SELCo and Rural Maintenance and/or may be subject to the
obtaining of certain regulatory approvals and/or court
approval or review of the special resolution. Any change will
be published on SENS.
2. Shareholders should note that as transactions in SELCo Shares
are settled in the electronic settlement system used by
Strate, settlement of trades takes place five business days
after such trade. Therefore shareholders who acquire SELCo
shares after Friday, 15 November 2013 will not be eligible to
vote at the shareholders’ meeting.
3. Shareholders who wish to exercise their appraisal rights are
referred to section 3.6 of the circular for the purposes of
determining the relevant timing for the exercise of their
appraisal rights.
4. Shareholders who wish to exercise their right to obtain the
approval of a court for the Scheme, in terms of section 115(3)
of the Companies Act, should refer to Annexure 4 of the
Circular which includes an extract of section 115 of the
Companies Act. Should shareholders exercise their rights in
terms of section 115(3) of the Companies Act, the dates and
times set out above will not be relevant. Shareholders will
be notified separately of the applicable dates and times under
this process.
5. All times given are local times in South Africa.
6. Share certificates may not be dematerialised after Tuesday, 24
December 2013.
7. If the shareholders’ meeting is adjourned or postponed, forms
of proxy submitted for the initial shareholders’ meeting will
remain valid in respect of any adjournment or postponement of
the shareholders’ meeting.
8. Although the salient dates and times are stated to be subject
to change, such statement may not be regarded as consent or
dispensation for any change to time periods which may be
required in terms of the Takeover Regulations, where
applicable, and any such consents or dispensations must be
specifically applied for and granted.
Pretoria
28 November 2013
Sponsor: Grindrod Bank Limited
Legal Advisor to SELCo: Webber Wentzel
Date: 28/11/2013 04:32:00 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.
Sharenet Sites 
