Wrap Text
Results Of General Meetings And Notice Of Redemption Of Preference Shares
Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE 000012084
JSE share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)
Shoprite Holdings 5% cumulative preference shares (“SHP2”)
JSE Share Code: SHP2
ISIN no: ZAE000006680
Shoprite Holdings second 5% cumulative preference shares
(SHP3”)
JSE Share Code: SHP3
ISIN no: ZAE000006698
Shoprite Holdings third 5% cumulative preference shares
(“SHP4”)
JSE Share Code: SHP4
ISIN no: ZAE000006706
Shoprite Holdings 6% cumulative preference shares (“SHP1”)
JSE Share Code: SHP1
ISIN no: ZAE000006672
RESULTS OF GENERAL MEETINGS AND NOTICE OF REDEMPTION OF
PREFERENCE SHARES
1. INTRODUCTION
Shareholders are referred to the announcements released on
SENS on 29 September 2014 regarding the posting of the
Company’s Integrated Annual Report and the notices of annual
general meeting for ordinary shareholders and Special General
Meetings of SHP1, SHP2, SHP3 and SHP4 shareholders
(collectively, the “General Meetings”), whereby the Board of
Directors of Shoprite Holdings had resolved, inter alia, to
propose amendments to the Company’s Memorandum of
Incorporation (“MOI”) in order to convert the Preference
Shares currently in issue and listed on the JSE Limited’s Main
Board, being SHP1, SHP2, SHP3 and SHP4 (“Preference Shares”),
into cumulative redeemable preference shares, to be redeemed
at a price of R2.00 (two Rand) per Preference Share on 17
November 2014 (the “Redemptions”).
Shareholders of the Company are advised that the resolutions
proposed at the SHP1 General Meeting of the Company held
today, including the resolutions relating to the redemption of
the SHP1 preference shares, were approved by the requisite
majority of shareholders present or represented by proxy. The
SHP2, SHP3 and SHP4 General Meetings were cancelled as the
requisite majority of shareholders did not vote or submit
proxies to vote in terms of the resolutions relating to the
redemptions of the SHP2, SHP3 and SHP4 preference shares. The
special resolutions approved by SHP1 shareholders will be
filed with the Companies and Intellectual Property Commission
(“CIPC”) today.
The number of SHP1 preference shares voted in person or by
proxy was 113,312, representing 64.75% of the total issued
share capital of SHP1 preference shares.
The resolutions proposed, and the details of the results are
set out in the table below:
Resolution proposed % of votes % of votes % of
for the against votes
resolution the abstained
resolution
Special resolution number 1 100 - -
– Amendment to clause 9.3 of
the MOI
Ordinary resolution number 1 100 - -
– General authority to
directors and/or company
secretary
Shareholders are reminded of the following salient dates in
terms of the redemption of the SHP1 preference shares.
2014
Results of General Meeting released on
SENS on Monday, 27 October
Filing of special resolutions relating
to the amendments to the Memorandum of
Incorporation with Companies and
Intellectual Property Commission
(“CIPC”) on or about Monday, 27 October
If CIPC acceptance of the special
resolutions has taken place by 30
October 2014, then the following dates
will apply:
Finalisation announcement relating to
the redemption of SHP1 preference shares
released on SENS on Friday, 31 October
Finalisation announcement relating to
the redemption of SHP1 preference shares
published in the press on Monday, 3 November
Last date to trade in the SHP1
preference shares to be eligible for the
redemption on Friday, 7 November
Suspension of SHP1 preference shares on
the JSE trading system on Monday, 10 November
Record date to determine the
shareholders whose SHP1 preference
shares will be subject to the redemption
on Friday, 14 November
Redemption of the SHP1 preference shares
on Monday, 17 November
Payment of cash for the redemption of
the SHP1 preference shares on Monday, 17 November
Termination of SHP1 preference shares on
the JSE trading system at commencement
of traded on Tuesday, 18 November
Notes:
1. The specified dates and times are subject to change. Any changes will
be released on SENS and published in the press.
2. Shareholders may not dematerialise or rematerialise their SHP1
preference shares after Friday, 7 November 2014.
Cape Town
27 October 2014
Transactional Sponsor and Corporate Advisor
Bravura Capital (Pty) Ltd
Date: 27/10/2014 04:52:00 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.