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Posting of circular, Notice to shareholders of proposed resolutions in terms of section 60 of the Companies Act No.
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT ISIN code: ZAE000029773
Preference Share code: IVTP ISIN: ZAE000173399
("Invicta" or "the Company")
POSTING OF CIRCULAR, NOTICE TO SHAREHOLDERS OF PROPOSED
RESOLUTIONS IN TERMS OF SECTION 60 OF THE COMPANIES ACT NO. 71
OF 2008, AS AMENDED (“Companies Act”) AND NOTICE OF A GENERAL
MEETING TO PREFERENCE SHAREHOLDERS
1. Posting of Circular
1.1. Shareholders are referred to the SENS announcements
released on 10 November 2014 and 28 November 2014
(“November Announcements”). The defined terms in the
November Announcements shall bear the same meaning in
this announcement.
1.2. As set out in the November Announcements, the Company is
pursuing the Corporate Restructuring, the Special
Dividend and the Capital Raise (which includes the
Rights Offer and the Preference Share Placement).
1.3. Further to the above, Shareholders are advised that a
circular was posted on Monday, 1 December 2014 to
Shareholders containing the full details of the
corporate actions forming part of the Corporate
Restructuring and the Capital Raise, the Section 60
Notice to Ordinary Shareholders and the Notice of
General Meeting to Preference Shareholders (“Circular”).
1.4. The Circular (specifically including the Section 60
Notice to Ordinary Shareholders and the Notice of
General Meeting to Preference Shareholders) will also be
sent electronically to those Shareholders who have
provided the Company and/or the Company’s Transfer
Secretaries with electronic contact details and will
also be made available on the Company’s website at
www.invictaholdings.co.za
2. Section 60 Notice to Ordinary Shareholders
2.1. Shareholders are hereby notified that the Board has
resolved to propose that Ordinary Shareholders consider
and, if deemed fit, pass the following resolutions as set
out in the Section 60 Notice by written consent in terms
of section 60 of the Companies Act (“Resolutions”):
2.1.1. Special Resolution Number 1: To authorise the Board, as
required by section 41(3) of the Companies Act, to issue
the Rights Offer Shares (approximately 32 608 696
(thirty two million six hundred and eight thousand six
hundred and ninety six) new Ordinary Shares) at the
Subscription Price;
2.1.2. Special Resolution Number 2: To create a further 8 000
000 (eight million) Preference Shares of no par value
in the authorised but unissued Preference Share capital
of the Company, ranking pari passu in all respects with
the existing no par value Preference Shares, so as to
result in a total of 18 000 000 (eighteen million)
Preference Shares of no par value in the total
authorised Preference Share Capital of the Company;
2.1.3. Special Resolution Number 3: To amend the Company’s MOI
to reflect the Increase in Preference Share Capital and
Preference Share Issue Authority;
2.1.4. Special Resolution Number 4: General authority to
directors to make further issues of Preference Shares
for a period of 36 months following the publication of
the Preference Share Pre-listing Statement and to
restrict pre-emption rights;
2.1.5. Ordinary Resolution Number 1: Authority to directors to
implement the Resolutions; and
2.1.6. Ordinary Resolution Number 2: Waiver of pre-emptive
rights in respect of the issue of the Preference Shares.
2.2. The salient dates and times in respect of the Section 60
Notice to Ordinary Shareholders are as follows:
2014 / 2015
Last date to trade to determine which
Friday, 14
Ordinary Shareholders are entitled to
November
receive the Circular
Last day to trade for Ordinary Shareholders Friday, 21
to be eligible to vote November
Record date to determine which Ordinary
Friday, 21
Shareholders are entitled to receive the
November
Circular
Record Date for Ordinary Shareholders to be Friday, 28
eligible to vote November
Circular posted to Ordinary Shareholders
containing the proposed Resolutions to Monday, 1
Ordinary Shareholders and Form of Written December
Consent (blue)
Closing Date for voting on the proposed
Monday, 12
Resolutions by Ordinary Shareholders by 5pm
January
on
Results of the voting to be released on SENS The Business Day
on which the
Proposed
Resolutions have
been adopted
Posting of statement describing the results Within 10 (ten)
of the vote Business Days
after the
adoption of the
Proposed
Resolutions
Notes:
- Dates and times are subject to potential changes. Any such
changes will be released on SENS.
- The proposed Resolutions to Ordinary Shareholders shall be
adopted as soon as the required number of the voting rights have
been exercised in favour thereof, which is anticipated to be
sooner than the Closing Date as set out above.
2.3 In terms of the Companies Act and the Company’s MOI, in
order for the Resolutions to be approved by Ordinary
Shareholders, they must be supported by:
2.3.1 at least 75% of the voting rights exercisable on the
respective Special Resolutions; and
2.3.2 more than 50% of the voting rights exercisable on the
respective Ordinary Resolutions.
3. Notice of General Meeting to Preference Shareholders
3.1. Notice is hereby given that a general meeting of
Preference Shareholders of Invicta (“General Meeting”)
will be held at 10:00 on Tuesday, 13 January 2015 at
Invicta Holdings Limited, 3rd Floor, Pepkor House, 36
Stellenberg Road, Parow Industria, Cape Town for the
purpose of considering and if deemed fit, passing, with
or without modification, the ordinary and special
resolutions contained in the Notice of General Meeting
to Preference Shareholders forming part of and attached
to the Circular.
3.2. Should any Preference Shareholder wish to participate in
the General Meeting by way of electronic participation,
such Preference Shareholder should make application to
so participate, in writing (including details as to how
the Preference Shareholder or its representative can be
contacted), to Computershare Investor Services
Proprietary Limited Registration number:
2004/003647/07) Ground Floor, 70 Marshall Street
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
Telephone: (011)3705000 Facsimile: (011) 6885210
(“Transfer Secretaries”) at the stated address above, to
be received by the Transfer Secretaries at least 10
(ten) Business Days prior to the General Meeting in
order for the Transfer Secretaries to arrange for the
Preference Shareholder (or its representative) to
provide reasonably satisfactory identification to the
Transfer Secretaries for purposes of section 63(1) of
the Companies Act and for the Transfer Secretaries to
provide the Preference Shareholder (or its
representative) with the details as to how to access any
electronic participation to be provided.
3.3. The Company reserves the right to elect not to provide
for electronic participation at the General Meeting in
the event that it is not practical to do so. The costs
of accessing any means of electronic participation
provided by the Company will be borne by the Preference
Shareholder so accessing the electronic participation.
Preference Shareholders are advised that participation
in the General Meeting by way of electronic
participation will not entitle a Preference Shareholder
to vote through an electronic medium. Should a
Preference Shareholder wish to vote at the General
Meeting, such Preference Shareholder may do so by
attending and voting at the General Meeting either in
person or by proxy.
3.4. The salient dates and times in respect of the General
Meeting of Preference Shareholders as set out in the
Circular are as follows:
2014 / 2015
Last date to trade to determine which Friday, 14
Preference Shareholders are entitled to November
receive the Circular and Notice of General
Meeting:
Record date to determine which Preference Friday, 21
Shareholders are entitled to receive the November
Circular and Notice of General Meeting:
Notice of General Meeting published on SENS Monday, 1
on: December
Circular posted to Preference Shareholders Monday, 1
containing the Notice of General Meeting and December
Form of Proxy (yellow) to Preference
Shareholders, on
Last day to trade for Preference Shareholders
in order to be eligible to vote at the General Tuesday,
Meeting (Preference Shareholders only) 23 December
Record date for Preference Shareholders to be
eligible to vote at the General Meeting Friday, 2
(Preference Shareholders only) January
Last day for Preference Shareholders to lodge
forms of proxies in respect of the General Monday, 12
Meeting by 10:00 on January
General Meeting of Preference Shareholders to Tuesday, 13
be held at 10:00 on January
Results of the General Meeting released on Tuesday, 13
SENS on January
Notes:
- Dates and times are subject to potential changes. Any such
changes will be released on SENS.
Cape Town
1 December 2014
Corporate Advisor and Lead Transaction Sponsor: Bravura
Capital (Proprietary) Limited
Lead Independent Sponsor: Deloitte & Touche Sponsor Services
(Proprietary) Limited
Legal Advisors: Webber Wentzel
Tax Advisors: Edward Nathan Sonnenbergs Inc.
Date: 01/12/2014 04:26:00 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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