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Response to media comments regarding the calling of a special shareholders’ meeting
PPC Ltd
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
JSE Code: PPC
ISIN: ZAE000170049
("PPC" or the "Company")
RESPONSE TO MEDIA COMMENTS REGARDING THE CALLING OF A SPECIAL SHAREHOLDERS’ MEETING
Further to comments in the media where certain fund managers purportedly called for
a special shareholders’ meeting, PPC wishes to update all stakeholders on the facts
of the matter.
In terms of the Company’s MOI, shareholders representing more than 10% of the
voting rights may call a special shareholders meeting. On receiving such a
request, notice of the meeting is sent to all shareholders within 5 (five) business
days. Seven calendar days are allowed for posting and not less than 15 (fifteen)
business days’ notice must be given of such a meeting.
On 9 October 2014 the Company received a demand to call a meeting of shareholders
from three fund managers. The purpose of this meeting was to consider a proposal to
remove all of the current board directors and replace them with individuals
nominated by these fund managers, including Mr. Gordhan as a proposed executive
director.
Four members of the current board were nominated by the fund managers and would
continue to serve on the board after having been re-elected. The four directors
indicated that the fund managers did not approach them for this nomination and that
they would not be available for re-election.
PPC’s board subsequently responded that since it unanimously accepted Mr. Gordhan’s
resignation, and following the breakdown in trust between Mr. Gordhan and the
board, it will not be in the interest of shareholders or an effective board if the
remaining four board members were to serve with Mr. Gordhan. More specifically,
none of the board members would be available to serve on the board with Mr
Gordhan.
Following the board’s response, on 10 October 2014, PPC received written
confirmation from one of the three fund managers that they deem it in their
clients’ best interests to withdraw their support for the demand to call a meeting
of shareholders.
PPC indicated to the remaining two fund managers that, based on the withdrawal of
the above fund, their demand is technically flawed as they do not represent the
requisite aggregate 10% of the voting rights of the Company. The demand was
therefore rejected.
To date there has been no further official correspondence from the two fund
managers concerned.
The Company continues to engage with all shareholders on the matter of appointing a
suitable Chief Executive Officer and delivering on its mandate from shareholders.
Sandton
20 October 2014
Sponsor
Merrill Lynch South Africa (Pty) Ltd
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