ILIAD AFRICA LIMITED - Results of General Meeting

Release Date: 29/09/2015 14:00
Code(s): ILA
 
Wrap Text
Results of General Meeting

Iliad Africa Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011938/06)
Share Code: ILA ISIN: ZAE000015038
(“Iliad” or “the Company”)

1. BACKGROUND

Iliad shareholders are referred to the SENS announcement published on 28 August 2015 in terms of
which notice was given regarding the General Meeting (“GM”) to approve the resolutions as contained in
the circular posted to Iliad shareholders on the same day, in which Steinhoff International Holdings Limited
(“Steinhoff”) had made an offer to acquire the entire issued ordinary share capital of Iliad Africa Limited
("Iliad" or "the Company") (net of treasury shares) (“Iliad Shares”), by way of a scheme of arrangement
(“Scheme”) in terms of section 114 of the Companies No.71 of 2008 as amended (the “Companies Act”),
to be proposed by the Board of Directors of Iliad and the holders of the Iliad Shares (“Iliad Shareholders”).
The consideration proposed in respect of the Scheme will comprise a cash consideration of R10.00 per
Iliad Share (“Offer Price”). Furthermore Iliad will declare a special dividend and distribute a dividend of 24
cents per Iliad Scheme share should the requisite majority of Iliad Shareholders approve the Scheme at
the Scheme Meeting and all Conditions Precedent are fulfilled or waived (“Special Dividend”). The total
shareholder return is therefore R10.24 comprising of the R10.00 Scheme Consideration and a 24 cents
Special Dividend.

2. RESULTS OF GENERAL MEETING

Iliad shareholders are advised that, at the GM held on 29 September 2015, both the ordinary resolution
and the special resolution were passed by the requisite majority of Iliad Shareholders.

The total number of Iliad shares eligible to be voted at the GM was 138,217,794. The number of shares
voted in person or by proxy was 110,871,397 shares representing 80.21% of the total issued share capital
of the Company.

All resolutions proposed at the GM, together with the percentage of shares abstained (as a percentage of
total shares voted in person or by proxy at the GM), as well as the percentage of votes carried for and
against each resolution, are as follows:

Special resolution number 1: Approval of the Scheme

      FOR                               AGAINST                          ABSTAIN

      110,856,681                        0                                14,716

      100%                               0%                               0.011%

Ordinary resolution number 1: Authorisation of Directors

      FOR                               AGAINST                          ABSTAIN

      110,856,681                        0                                14,716

      100%                               0%                               0.011%

3. FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME

Shareholders are advised that only once all conditions precedent to the Scheme have been fulfilled, the
Scheme become unconditional. Outstanding conditions precedent includes the issue of a Compliance
Certificate by the Takeover Regulation Panel and approval from the Competition Commission.
Shareholders will be advised when these conditions have been fulfilled. Once these outstanding
conditions precedent to the Scheme has been fulfilled, a further announcement will be made regarding the
relevant dates for the implementation of the Scheme.

Johannesburg
29 September 2015
Sponsor and Corporate Advisor to Iliad: Bridge Capital Advisors Proprietary Limited

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