Wrap Text
Section 60 special resolution submitted to shareholders
RCL Foods Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RCL
ISIN: ZAE000179438
("RCL Foods" or the "Company")
SPECIAL RESOLUTION SUBMITTED TO SHAREHOLDERS IN TERMS OF SECTION 60 OF THE
COMPANIES ACT, NO. 71 OF 2008, AS AMENDED ("COMPANIES ACT") IN RESPECT OF PROPOSED
FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45
Introduction
Notice is hereby given that the board of directors of the Company ("Board") has resolved to
submit a special resolution to be considered and voted on in writing by the shareholders of the
Company ("Shareholders") in terms of section 60 of the Companies Act, in connection with the
provision of financial assistance by RCL Foods:
- to any person for the purpose of, or in connection with, the subscription for any option, or
any securities, issued or to be issued by RCL Foods, or any related or inter-related company,
or for the purchase of any securities of RCL Foods, or any related or inter-related company;
and/or
- to a director or prescribed officer of RCL Foods or of a related or inter-related company, or to
a related or inter-related company or corporation, or to a member of a related or inter-
related corporation, or to a person related to any such company, corporation, director,
prescribed officer or member, (the "Special Resolution").
Rationale
Foodcorp Proprietary Limited, being an indirect, wholly owned subsidiary of RCL Foods, intends to
refinance its indebtedness (which will include a redemption of its EURO351,000,000 8.75% Senior
Secured Notes due 2018 ("Notes")) on 11 April 2014, inter alia by way of (i) a ZAR4,500,000,000
secured bridge facility (“Bridge Facility”) and (ii) a secured general banking facility up to
ZAR1,000,000,000 ("General Facility").
In order to secure the Bridge Facility and the General Facility, RCL Foods is required to inter alia
guarantee the obligations under the aforementioned facilities and to provide security in the form
of inter alia, a pledge of the shares held by it in its subsidiaries (collectively, the "Security"). The
giving of the Security constitutes the provision of financial assistance within the ambit of sections
44 and 45 of the Companies Act.
In the circumstances, in order to enable the Board to authorise the provision of the Security for
purposes of inter alia securing the Bridge Facility and the General Facility and to in future
authorise the provision of financial assistance to group companies, the Special Resolution is being
submitted to Shareholders for consideration. The Special Resolution will be valid for a period of 2
years from the date of its adoption.
In terms of section 60 of the Companies Act, a resolution that could be voted on at a
shareholders’ meeting may instead be submitted for consideration to the Shareholders to be
voted on in writing by Shareholders within 20 (twenty) business days after the resolution was
submitted to them. So as to avoid the need for convening a general meeting of Shareholders, the
Board has resolved to propose that the Shareholders consider and, if deemed appropriate,
approve the Special Resolution by written consent in terms of section 60 of the Companies Act.
Salient dates and times
2014
Record date to determine which Shareholders are entitled to
receive the notice of the Special Resolution ("Notice") on Friday, 7 March
Last day to trade in shares in RCL Foods ("RCL Foods Shares") in
order to be recorded in the share register in order to vote on the
Special Resolution on Thursday, 13 March
Notice posted to Shareholders on or about Friday, 14 March
Record date to be entitled to vote on the Special Resolution on Thursday, 20 March
In respect of holders of dematerialised RCL Foods Shares, last day
to vote on the Special Resolution by 17:00 on Tuesday, 22 April
In respect of holders of certificated RCL Foods Shares, last day to
return forms of consent in respect of the Special Resolution to the
Company's transfer secretary by 13:30 on Tuesday, 22 April
The business day on which
the Special Resolution has
Results of the voting to be published on SENS on been adopted
Within 10 (ten) business
days after the adoption of
Posting of statement describing the results of the vote on the Special Resolution
Notes:
1. The abovementioned times are South African times and dates and are subject to change. Any such change will be
released on SENS and published in the South African press.
2. Any form of consent not received by the Company's transfer secretary by the stipulated time will be disregarded.
Documentation
The Notice incorporating the Special Resolution and a form of consent for use by holders of
certificated holders of RCL Foods Shares and holders of dematerialised RCL Foods Shares with
"own name" registration only, will be posted to Shareholders today, 14 March 2014. It will also be
available on the Company's website www.rclfoods.com from today 14 March 2014 until 22 April
2014.
Durban
14 March 2014
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Attorneys
Cliffe Dekker Hofmeyr Inc.
Date: 14/03/2014 04:10:00 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
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