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Posting of Circular and Notice of General Meeting
Infrasors Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 2007/002405/06)
Share Code: IRA ISIN: ZAE000101507
("Infrasors" or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Infrasors shareholders are referred to the SENS announcements dated 18 March 2014 relating to
the specific repurchase of shares from the Infrasors Empowerment Trust (“the Trust”), wherein the
specific terms were detailed on which the Company wishes to repurchase 24 325 348 Infrasors
ordinary shares from the Trust representing 13.15% of the issued share capital in the Company
(“Specific Repurchase”).
1.1.1. Given that the Specific Repurchase will entail the acquisition of more than 5% of the
issued share capital of Infrasors, the Specific Repurchase is subject to the requirements
of section 114 and 115 of the Companies Act. In terms of section 115 of the Companies
Act and section 5.69 of the JSE listing Requirements, the Specific Repurchase will
require shareholder approval by way of special resolution.
1.1.2. In accordance with the Companies Act Regulations, 2011, an independent Infrasors
board, comprising of independent non-executive directors, was appointed by the board
of directors of Infrasors to evaluate the Specific Repurchase ( “Infrasors independent
Board”) The Infrasors Independent Board appointed BDO Corporate Finance Proprietary
Limited (“BDO”) as the independent expert to provide the Infrasors Independent Board
with the external advise in regard to the Specific Repurchase and to make appropriate
recommendations to the PSG Independent Board for the benefit of shareholders.
1.1.3. For information purposes, Shareholders are advised that BDO has provided a formal
opinion confirming that the terms and conditions of the Specific Repurchase are fair and
reasonable to Shareholders. The substance of the external advice and the opinion of the
Infrasors Independent Board on the Specific Repurchase will be detailed in the circular
referred to in paragraph 2 below.
1.2. Shareholders are furthermore referred to the SENS announcement dated 1 July 2014, wherein it
was detailed that the Company had entered into an agreement with Joe Kalo Investments
Proprietary Limited, to issue 4 790 000 ordinary Infrasors shares for cash (“Specific Issue”).
1.2.1. The Specific Issue will be implemented in terms of a specific issue of shares for cash
and will thus requires Infrasors shareholder approval via ordinary resolution.
Furthermore the Specific Issue is subject to the approval by shareholders of the Specific
Repurchase of shares from the Trust.
Infrasors shareholders are hereby advised that a circular containing, inter alia, details of the
Transactions, and a form of proxy (“Circular”) is being posted to Infrasors shareholders today and will be
available on the Infrasors website at www.infrasors.co.za. Infrasors Shareholders are advised to review
the Circular for the terms of the Offer.
2. POSTING OF CIRCULAR
2.1. Infrasors shareholders are hereby advised that a circular containing, inter alia, details of the Specific
Repurchase and Specific Issue, and incorporating a notice of general meeting of shareholders
(“Circular”) will be posted to Infrasors shareholders today, 7 November 2014.
2.2. Shareholders are advised to review the Circular for detailed information regarding the Specific
Repurchase, Specific Issue and related aspects. The circular will be available on the Infrasors
website at www.infrasors.co.za.from today, 7 November 2014.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders will be held at 12h00 on Wednesday 3
December 2014, at 27 Fricker Road, Illovo, Johannesburg, 2196 (“General Meeting”) for the purpose of
considering and, if deemed fit, passing with or without modification, the resolutions set out in the notice
of General Meeting included in the Circular.
4. IRREVOCABLE UNDERTAKINGS
Infrasors has received irrevocable undertakings from shareholders holding in aggregate 79.6% of the
shares eligible to vote the Specific Repurchase and Specific Issue, in favour of Special Resolution 1 and
Ordinary Resolution 1.
5. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the
Specific Repurchase and Specific Issue. Capitalised terms used below and elsewhere in this
announcement and that are not otherwise defined, bear meaning ascribes to them in the Circular.
2014
Record date to determine which Infrasors shareholders are eligible to receive
the circular and notice of general meeting on
Friday, 31 October
Circular posted to Infrasors shareholders and notice convening the general
meeting released on SENS on
Friday, 7 November
Notice convening the general meeting published in the South African press on Monday, 10 November
Last day to trade in order to be eligible to vote at the general meeting on Monday, 21 November
Record date in order to vote at the general meeting on Friday, 28 November
Last day to lodge forms of proxy by 12:00 on Monday, 1 December
General meeting to be held in Johannesburg at 12:00 on Wednesday , 3 December
Results of general meeting released on SENS on Wednesday, 3 December
Cancellation and delisting of 27 020 754 shares on or about Monday , 8 December
Notes :
1. Shareholders will be notified of any amendments to the above dates or times on SENS and in the South African Press
2. All times indicated above are South African Standard Times
6. COPIES OF CIRCULAR
Copies of the Circular will be available for inspection by Shareholders during normal business hours at the
registered office of the Company and at the Johannesburg office of the Company’s sponsor Bridge Capital
Advisors Proprietary Limited at 27 Fricker Road, Illovo, Johannesburg, from today, Friday 7 November 2014
until Wednesday 3 December 2014 (both days inclusive).
Johannesburg
7 November 2014
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 07/11/2014 11:00:00 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.
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