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Results of General Meeting
Village Main Reef Limited
(Registration number 1934/005703/06)
JSE code: VIL
ISIN: ZAE000154761
("Village" or "the Company")
RESULTS OF GENERAL MEETING
________________________________________________________________________
Shareholders of Village ("Village Shareholders") are referred to the firm intention
announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited
on 4 February 2015 regarding the terms on which Heaven-Sent Capital Management Group
Co., Ltd (“Heaven-Sent”) offered to acquire the entire issued ordinary share capital of
Village ("Scheme") in terms of section 114, read with section 115, of the Companies Act,
2008 (as amended) (“the Companies Act”). Village Shareholders are also referred to the
announcement released on SENS on 6 March 2015 regarding the posting of the circular
regarding the Scheme ("Circular") which incorporated the Notice of General Meeting.
Words and expressions used in this announcement shall have the meanings ascribed to
them in the Circular.
Village Shareholders are advised that, at the General Meeting of Village held at 10:00
(Central African Time) today, Tuesday, 7 April 2015, at Killarney Country Club, 60 5th
Street, Lower Houghton, all the resolutions as set out in the Notice of General Meeting were
passed by the requisite majority of Village Shareholders.
The number of shares voted in person or by proxy was 32 509 152, representing 62.48% of
the total issued share capital of the same class of Village shares. The resolutions proposed
at the General Meeting, together with the percentage of shares abstained, as well as the
percentage of votes for and against each resolution, are set out below:
Resolution % of votes for % of votes % of Shares
the resolution against the abstained
resolution
Special Resolution Number 1 – 99.40 0.60 0.00
Approval of the Scheme
Special Resolution Number 2 – 99.52 0.48 0.53
Revocation of Special Resolution
Number 1 if the Scheme does not
become unconditional
Therefore the Scheme proposed by the Village Board between Village and its
Shareholders, in terms of which, if implemented, Heaven-Sent or a Heaven-Sent Nominee
will acquire all of the Scheme Shares from the Scheme Participants is still subject to the
fulfilment of the following conditions:
- by not later than 23:59 on 31 July 2015, to the extent required, the implementation
of the Special Resolution has been approved by a court of competent jurisdiction as
contemplated in section 115(3) of the Companies Act;
- by not later than 23:59 on 31 July 2015, if the Special Resolution is not opposed by
15% (fifteen percent) or more of the voting rights that were exercised in respect of
that special resolution, no leave is granted by a court of competent jurisdiction to
any person who voted against the Special Resolution to apply to such court for a
review of the Proposed Transaction pursuant to Section 115(6), read together with
Section 115(3)(a), of the Companies Act;
- by not later than 23:59 on 31 July 2015, if the proposed amendments to the
MPRDA, as set out in Section 8 of the Mineral and Petroleum Resources
Development Amendment Bill which will amend Section 11 of the MPRDA, come
into force and effect prior to the implementation of the Scheme, and to the extent
necessary, any consent, confirmation or approval (conditional or otherwise) in
writing which might be required in terms of the MPRDA from the Minister of Mineral
Resources has been obtained in accordance with the requirements of such statute,
which consent, confirmation or approval (conditional or otherwise) has been
approved of in writing by any party to the Proposed Transaction affected by such
amendment(s);
- by not later than 23:59 on 31 July 2015, Heaven-Sent has received approval of the
Proposed Transaction from:
o the National Development and Reform Commission of the People’s Republic
of China or its local counterpart;
o the Ministry of Commerce of the People’s Republic of China or its local
counterpart; and
o the State Administration of Foreign Exchange of People Republic of China or
its local counterpart;
- by not later than 23:59 on the first business day following the date on which the last
of the conditions to the implementation of the Scheme set out above have been
fulfilled or waived, a Material Adverse Change has not occurred, or notwithstanding
that a Material Adverse Change has occurred, Heaven-Sent has confirmed in writing
to Village that it wishes to proceed with the Proposed Transaction; and
- by not later than 23:59 on the third business day following the date on which the last
of the conditions to the implementation of the Scheme referred to in this section
(excluding this condition) have been fulfilled or waived, the Takeover Panel has
issued a compliance certificate in terms of Section 119(4)(b) of the Companies Act
in relation to the Scheme; provided that, if such compliance certificate is issued
conditionally or on terms, this condition will not be regarded as having been fulfilled
unless Heaven-Sent confirms in writing that such conditions and terms are
acceptable to it.
The salient dates and times relating to the Scheme will be announced as soon as the
remaining conditions to the Scheme have been fulfilled.
Johannesburg
7 April 2015
Corporate adviser to Village Main Reef Corporate adviser to Heaven-Sent
Limited Capital Group Management Co., Ltd
Qinisele Resources Proprietary Limited Standard Chartered Bank
JSE Sponsor to Village Main Reef South African Legal adviser to Heaven-
Limited Sent Capital Management Group Co., Ltd
Bravura Capital Proprietary Limited Werksmans Attorneys
South African Legal Advisor to Village
Independent expert to Village
Main Reef Limited
Edward Nathan Sonnenbergs Incorporated Venmyn Deloitte
Date: 07/04/2015 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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