METMAR LIMITED - Results of general meeting

Release Date: 02/07/2015 16:17
Code(s): MML
 
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Results of general meeting

 Metmar Limited                                                        Traxys Africa Proprietary Limited
 (Incorporated in the Republic of South Africa)                        (Incorporated in the Republic of South Africa)
 (Registration number 1998/007269/06)                                  (Registration number 1992/002255/07)
 JSE Share Code: MML ISIN: ZAE000078747                                ("Traxys")
 ("Metmar")


RESULTS OF SCHEME MEETING


1.    RESULTS OF SCHEME MEETING

      Metmar shareholders are advised that at the meeting convened to approve the cash offer by
      Traxys to acquire all the issued shares of Metmar by way of a scheme of arrangement in terms
      of section 114 of the Companies Act 71 of 2008, as amended (the “Companies Act”) (the
      "Scheme"), held at the registered offices of Metmar on Thursday, 2 July 2015 (“Scheme
      Meeting”), the voting results were as follows:


          Resolution                                Number of      Percentage of              For**   Against**   Abstained***
                                               ordinary shares    ordinary shares                 %          %              %
                                                         voted          in issue*
                                                                                %
          Special Resolution Number 1 :            204,513,328             76.509            97.402      2.598           0.001
          Approval of the Scheme
          Ordinary Resolution Number 1:            199,203,328               74.52           99.999      0.001           1.988
          Authority to sign documents




      *   Based on 267 306 552 shares in issue at the date of the Scheme Meeting.
      **  In relation to the total number of shares voted at the Scheme Meeting.
      *** In relation to the total number of shares in issue at the date of the Scheme Meeting.




      Based on the above voting results, all resolutions were passed by the requisite majority of
      Metmar shareholders present in person or represented by proxy at the Scheme Meeting.

      Metmar shareholders are further advised that no objections to the special resolution to approve
      the Scheme in terms of section 164 of the Companies Act were received by Metmar.

      Metmar shareholders are referred to the circular pertaining to the Scheme for details of the
      remaining conditions precedent and important dates and times relating to the Scheme. These
      dates and times are subject to amendment, and any such amendment will be released on
      SENS.

2.    TRAXYS RESPONSIBILITY STATEMENT
      Traxys (to the extent that the information relates to Traxys) accepts responsibility for the
      information contained in this announcement and, to the best of its knowledge and belief,
      confirms that the information is true and this announcement does not omit anything likely to
      affect the importance of the information included.

3.    INDEPENDENT BOARD RESPONSIBILITY STATEMENT

      The independent board of Metmar established to consider the Scheme (to the extent that the
      information relates to Metmar) accepts responsibility for the information contained in this
      announcement and, to the best of its knowledge and belief, confirms that the information is true
      and this announcement does not omit anything likely to affect the importance of the information
      included.



Bryanston

2 July 2015



Investment bank, corporate advisor and sponsor to Metmar: Nedbank
Legal advisor to Metmar: Webber Wentzel
Legal advisor to Traxys: Edward Nathan Sonnenbergs Incorporated

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