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Notice to Invicta Holdings Limited ordinary shareholders in terms of section 60 (4) of the Company's Act no. 71 of 2
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
NOTICE TO INVICTA HOLDINGS LIMITED (“Invicta” or “Company”)
ORDINARY SHAREHOLDERS IN TERMS OF SECTION 60(4) OF THE COMPANIES
ACT, NO 71 OF 2008 (“Companies Act”) (“Notice”) AND PASSING OF
RESOLUTIONS
We refer to the SENS announcements released on 10 November 2014,
28 November 2014 and 1 December 2014 (“Announcements”) and
Invicta’s circular to shareholders dated 1 December 2014
(“Circular”), relating to the proposing of resolutions in terms
of section 60 of the Companies Act to ordinary shareholders
(“Ordinary Shareholders”). The defined terms in the
Announcements and the Circular shall bear the same meaning in
this Notice. The purpose of this Notice is to describe the
results of votes on certain written resolutions proposed to
Ordinary Shareholders as at the date of this Notice.
The resolutions proposed to Ordinary Shareholders in the
Circular are to authorise the Board:
- as required by section 41(3) of the Companies Act, to issue
the Rights Offer Shares in pursuance of the Proposed Rights
Offer, which number of Rights Offer Shares is in excess of
30% of the Company’s total issued Ordinary Share capital as
at the date of the Circular;
- to effect the Increase in Preference Share Capital, grant the
Preference Share Issue Authority and effect the Amendment of
the MOI;
- as required by section 41(3) of the Companies Act, to issue
the Preference Shares in pursuance of the Proposed Preference
Share Placement, which number of Preference Shares is expected
to be in excess of 30% of the Company’s total issued
Preference Share Capital as at the date of the Circular; and
- to proceed with the Increase in Preference Share Capital.
Ordinary Shareholders are, in particular, referred to Special
Resolution Numbers 1, 2, 3 and 4 (collectively, the “Special
Resolutions”) and Ordinary Resolutions Numbers 1 and 2
(collectively, the “Ordinary Resolutions”), as detailed in
Annexure 1 to the Circular, which were submitted to Ordinary
Shareholders in the Circular for voting on in writing in terms
of section 60 of the Companies Act.
As indicated in the Announcements and the Circular, section 60
of the Companies Act provides that a resolution that could be
voted on at a shareholders meeting may instead be submitted for
consideration to shareholders entitled to exercise voting rights
in relation to the resolution, and be voted on in writing by
shareholders entitled to exercise voting rights in relation to
the resolution, within twenty business days after the resolution
was submitted to them. Notwithstanding the aforesaid, such
resolution shall be adopted as soon as the voting rights
exercisable thereon equal at least 75% (in the case of the
Special Resolutions) or more than 50% (in the case of the
Ordinary Resolutions) of all voting rights that may be exercised
on that resolution, even though the abovementioned 20 (twenty)
business day period has not yet lapsed.
Ordinary Shareholders are hereby advised that the Company has,
to date, received votes in writing from Ordinary Shareholders
entitled to exercise their voting rights in respect of the
Ordinary and Special Resolutions (collectively “the
Resolutions”) and holding in aggregate 56 092 908 Ordinary
Shares, representing 75.70% of the total issued Ordinary Share
Capital of the Company (excluding treasury shares).
As at the date of this Notice, the Resolutions together with the
percentage of Ordinary Shares voted or abstained as well as the
percentage of votes carried for and against each Resolution are
detailed below:
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.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
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.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
Special Resolution Number 3: To amend the Company’s MOI to
reflect the Increase in Preference Share Capital and Preference
Share Issue Authority.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
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.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
Ordinary Resolution Number 1: Authority to directors to
implement the Resolutions.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
Ordinary Resolution Number 2: Waiver of pre-emptive rights in
respect of the issue of the Preference Shares.
Number of Ordinary % of total
Shares issued Ordinary
Share Capital
Ordinary Shares 56 092 908 75.70%
voted:
Ordinary Shares 0 0%
abstaining:
Ordinary Shares 56 092 908 75.70%
voted for:
Ordinary Shares 0 0%
voted against:
Accordingly, Invicta hereby gives notice to Ordinary
Shareholders in terms of section 60(4) of the Companies Act that
the Special Resolutions and the Ordinary Resolutions have been
approved by the requisite majorities of Ordinary Shareholders
and have accordingly been adopted by the Company in terms of
section 60(2) of the Companies Act.
Special Resolution Number 3 relating to the Amendment to the MOI
(which is required to reflect the Increase in Preference Share
Capital) will be submitted to CIPC and shareholders will be
advised once confirmation of filing has been received.
A copy of this Notice will be posted on or before Friday, 12
December 2014 to Ordinary Shareholders and will be sent
electronically to those Ordinary Shareholders who have provided
the Company and/or the Company’s Transfer Secretaries with
electronic contact details. The Notice will also be made
available on the Company’s website (www.invictaholdings.co.za).
By order of the Board
GM Chemaly
Company Secretary
Cape Town
10 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: 10/12/2014 01:10:00 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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