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Notice of Cancellation of General Meeting Scheduled for Monday, 8 December 2014
PPC Ltd
Incorporated in the Republic of South Africa
(Registration No: 1892/000667/06)
JSE/ZSE share code: PPC
ISIN code: ZAE000170049
(“PPC”) or (the “Company”)
NOTICE OF CANCELLATION OF GENERAL MEETING SCHEDULED FOR MONDAY, 8 DECEMBER 2014
1. Shareholders are referred to the SENS announcement of 7 November 2014 (“the
Requisition Announcement”), wherein Foord Asset Management Pty Ltd, Visio
Capital Management Pty Ltd and Nedbank Private Wealth Pty Ltd (“the
Requisitionists”) requisitioned a meeting of shareholders for Monday, 8
December 2014 (“the Requisitioned Meeting”).
2. Shareholders are hereby notified that following discussions initiated by Mr
Sibiya with a number of shareholders including the Requisitionists, the board
of directors of PPC (“the Board”) has decided to embark on a process that, in
its collective judgment, is much more likely to achieve the best outcome for
the Company and all of its shareholders. In taking into account the views of
the shareholders, the Board has also considered key corporate governance
principles. In light of the above, the Requisitionists have delivered to the
Company a withdrawal notice in respect of the Requisitioned Meeting.
3. The Requisitioned Meeting is hereby cancelled. Therefore, shareholders no
longer need to act in accordance with the instructions contained in the notice
for the Requisitioned Meeting, set out in the Requisition Announcement.
4. To give effect to the above, the Board has decided to embark on a process of
reconstituting the Board at the upcoming annual general meeting on Monday, 26
January 2015 (“the AGM”), based on the following principles:
4.1 compliance with the Companies Act, 2008, the JSE Listings Requirements and
the King Code of Governance Principles (King III), more especially Chapter
2, Principle 2.22, that has as its principal objective the constitution of
a Board that has maximum shareholder support;
4.2 ensuring expertise and experience, continuity, transformation and
diversity and renewal;
4.3 ensuring the continuation of and the execution of the Company’s vision to
expand PPC’s footprint into other high growth emerging markets and more
particularly its African growth strategy;
4.4 maintain and enhance the productive capacity of the South African
operations; and
4.5 ensuring a dynamic, energetic, functional and cohesive Board.
5. Accordingly, in reconstituting the Board:
5.1 the nomination process will be managed by the current Nominations
committee of the Board (“Nominations Committee”). A senior Advocate from
the Johannesburg Bar will act as an independent observer to the
Nominations Committee to ensure transparency during the evaluation of
nominations to the Board;
5.2 the reconstituted Board will consist of 12 non-executive directors and
shall not include any current or former permanent executive directors of
PPC who have served as such within the 10 year period immediately
preceding the date of the AGM;
5.3 in the interest of continuity and good corporate governance, six of the
current non-executive directors of the Board, namely:
5.3.1 Mr Bhekokuhle“Bheki” Lindinkosi Sibiya (Executive Chairman)*;
* Mr Sibiya has agreed to lead the Board through the transition phase, but has
indicated that as soon as stability has been established on the Board, he
intends stepping down as Executive Chairman and a member of the Board. Ms
Zibusiso “Zibu” Kganyago will act as Mr Sibiya’s alternate non-executive
director following the AGM and during the course of the transitional period.
Once Mr Sibiya steps down as Executive Chairman and member of the Board, Ms
Kganyago will succeed him as a non-executive director by means of a filling of
a vacancy by the Board in terms of the Company’s memorandum of incorporation.
5.3.2 Mr Mangalani Peter Malungani (Strategic Black Partner representative and
Chairman of Deal Committee);
5.3.3 Mr Sydney Knox Mhlarhi (Strategic Black Partner representative);
5.3.4 Mr Timothy “Tim” Dacre Aird Ross (Lead Independent Director and Chairman
of Audit Committee and Nominations Committee);
5.3.5 Mr Todd Moyo (Chairman of the board of directors of PPC Zimbabwe); and
5.3.6 Ms Bridgette Modise (Non-Executive Director and Chairman of the Risk and
Compliance committee),
will remain on the Board, while a number of the current non-executive Directors
of PPC, in an effort to facilitate this process of reconstituting the Board,
have offered not to make themselves available for re-election at the AGM;
5.4 the remaining six members of the reconstituted Board will be elected by
shareholders at the AGM from a list of nominees which will be proposed by
the Nominations Committee; any shareholder shall have the right to
nominate a candidate for consideration by the Nominations Committee in the
manner set out in paragraph 6 below, having due regard to the principles
set out in paragraph 4 above – in this regard, the Requisitionists have
notified the Board that they will submit for nomination to the Nominations
Committee, the following individuals:
5.4.1 Dr Claudia Estelle Manning;
5.4.2 Ms Gesina Trix Coetzer;
5.4.3 Mr Robert Michael “Bobby” Godsell;
5.4.4 Mr Peter Gil Nelson;
5.4.5 Ms Itumeleng Tumi Dlamini; and
5.4.6 Mr Keshan Pillay.
6. Shareholders other than the Requisitionists wishing to nominate a candidate for
consideration by the Nominations Committee, must submit by email such
nomination accompanied by:
6.1 a full curriculum vitae of such candidate; and
6.2 a letter of such candidate confirming his/her availability,
by no later than 16:00 (SAST) Monday 8 December 2014 to:
Jaco Snyman
Company Secretary
jaco.snyman@ppc.co.za
+27 11 386 9163
7. The Board, acting through the Nominations Committee,
7.1 shall select a maximum of 12 candidates from the number of nominees
received from shareholders, based on the principles set out in paragraph 4
above; and
7.2 shall table for election by shareholders at the AGM, the 12 nominees to
fill the remaining six non-executive director positions on the Board.
8. As it is deemed in the best interest of the Company to select a new CEO at the
earliest possible date, the current Board will continue the selection process
which could be completed prior to the AGM. The re-constituted Board of 12,
comprising only of non-executive directors and the newly appointed CEO shall,
as soon as reasonably possible following the AGM, appoint any other executive
to the Board in accordance with the JSE Listings Requirements.
Sandton
3 December 2014
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
Legal Advisors:
Bowman Gilfillan Inc.
PPC:
Azola Lowan
Tel: +27 (0) 11 386 9000
Azola.Lowan@ppc.co.za
Financial Communications Advisor:
Instinctif Partners
Morne Reinders
Mobile: +27 (82) 480 4541
Morne.reinders@instinctif.com
Louise Fortuin
Mobile: +27 (71) 605 4294
Louise.fortuin@instinctif.com
Date: 03/12/2014 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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