MORVEST GROUP LIMITED - Results of the Scheme Meeting

Release Date: 08/07/2015 13:41
Code(s): MOR
 
Wrap Text
Results of the Scheme Meeting

Morvest Group Limited
Previously Morvest Business Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2003/012583/06
Share Code: MOR
ISIN Code: ZAE000152567
(“Morvest” or “the Company”)


RESULTS OF THE SCHEME MEETING

Shareholders are referred to the announcement published by
Morvest on 15 May 2015, in terms of which Varachia Investment
Group Proprietary Limited (“VIG”) made an offer to acquire the
entire issued ordinary share capital of Morvest, excluding
those ordinary shares in Morvest held by concert parties of
VIG, by way of a scheme of arrangement (“Scheme”).

In addition, Morvest shareholders are referred to the
announcement published by Morvest on 9 June 2015, whereby
shareholders were advised that the Scheme Circular,
incorporating a notice convening a general meeting of
shareholders at which a special resolution would be considered
for purposes of approving the Scheme (“Scheme Meeting”) had
been distributed to shareholders.

Shareholders are hereby advised that the Scheme Meeting was
held today, 8 July 2015 at Morvest’s offices at 188, 14th
Road, Noordwyk, Midrand, Gauteng, and that the special
resolution was passed by the requisite majority of Morvest
shareholders. The implementation of the Scheme remains subject
to the fulfilment (or waiver, where applicable) of all the
outstanding Scheme Conditions and the terms envisaged in the
Scheme Circular other than the approval of the Scheme by the
Competition Authorities, which approval has been granted
unconditionally.

The detailed voting results of the Scheme Meeting are set out
below:
                                  Percentage
                                  FOR (Being            Percentage
                                         the Percentage  ABSTAINED
                                  percentage    AGAINST (Being the
                                      of the (Being the percentage
                 Number                total percentage     of the
                     of    Number     shares     of the      total
                 shares        of     voted)      total     shares
               entitled    shares                shares   entitled
Resolution      to vote     voted                voted)   to vote)

Special         548 657   403 317    89.44%      10.65%         0%
resolution:     972       531
Approval of
the Scheme

Note – The voting rights exercisable by Scheme Concert Parties
were not taken into account for any purposes in respect of the
resolution listed above.

IMPORTANT DATES AND TIMES

Shareholders are referred to the important dates and times set
out in the announcement released by Morvest on 9 June 2015 and
in the Scheme Circular (which is available on Morvest’s
website at www.morvest.co.za), which set out the remaining
important dates and times relating to the Scheme.

INDEPENDENT BOARD RESPONSIBILITY STATEMENT

The independent board of Morvest established to consider the
Scheme 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.

Johannesburg

8 July 2015

Transaction advisor and sponsor - PSG Capital Proprietary
Limited

Legal Advisor to Morvest - Mervyn Taback Incorporated

Independent Expert - BDO Corporate Finance Proprietary Limited

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