STELLAR CAPITAL PARTNERS LIMITED - Stellar \ Cadiz - Joint Announcement: Results of Cadiz General Meeting

Release Date: 29/09/2015 14:42
Code(s): SCP CDZ
 
Wrap Text
Stellar \ Cadiz - Joint Announcement: Results of Cadiz General Meeting

STELLAR CAPITAL PARTNERS LIMITED     CADIZ HOLDINGS LIMITED
(Incorporated in the Republic of     (Incorporated in the Republic of
South Africa)                        South Africa)
(Registration number                 (Registration number
1998/015580/06)                      1997/007258/06)
Share code: SCP                      Share code: CDZ
ISIN: ZAE000198586                   ISIN: ZAE000017661
(“Stellar”)                          (“Cadiz”)

Joint Announcement: Results of Cadiz General Meeting

Shareholders are referred to the joint announcement released on
SENS by Stellar and Cadiz on 9 July 2015 regarding the firm
intention by Stellar, through Bidco, to acquire all the shares
in Cadiz not already owned by Stellar (the “Announcement”) as
well as the circular posted to Stellar and Cadiz shareholders
on 31 August 2015 (the “Circular”). Defined terms in the
Announcement and Circular are used in this announcement.

Shareholders are hereby advised that, at the general meeting of
Cadiz shareholders held today, 29 September 2015, the
resolutions to approve the Scheme were passed by the requisite
majority of Shareholders. Accordingly, the General Offer will
not be made by Stellar.

Total issued number of ordinary shares:                  245 823 118
Number of ordinary shares represented at the             190 262 316
meeting (including proxies):
Percentage of ordinary shares represented at the
meeting:                                                 77.4%

Special and ordinary resolutions were voted on as follows:

1.   Special resolution 1:
     Approval of the Scheme in terms of section 114(1)(c) of the
     Companies Act.

For                    Against              Abstained
149 810 562^           -                    6 000
100%                   -%                   0.002%*
    ^excludes voting rights in respect of Stellar Capital’s
     shares in Cadiz
    *as a percentage of the total issued share capital

2.   Special resolution 2:
     Revocation of special resolution number 1 if the scheme is
     terminated.

For                    Against               Abstained
190 262 316            -                     6 000
100%                   -%                    0.002*%
     *as a percentage of the total issued share capital

3.   Ordinary resolution number 1:
     Approval of the delisting in terms of paragraph 1.14(a) of
     the JSE Listing Requirements.

     For                    Against             Abstained
     190 262 316            -                   6 000
     100%                   -%                  0.002%
     *as a percentage of the total issued share capital

4.   Ordinary resolution number 2:
     Authorising resolution

     For                    Against             Abstained
     190 262 316            -                   6 000
     100%                   -%                  0.002%
     *as a percentage of the total issued share capital

     Shareholders are further advised that no Cadiz Shareholders
     voted against the special resolution to approve the Scheme,
     and, accordingly, the provisions of section 115(3) of the
     Companies Act are not applicable to the Scheme.

     The implementation of the Scheme remains subject to the
     fulfilment or, if appropriate, waiver (in whole or in part)
     of the following suspensive conditions by no later than 31
     October 2015 or such later date/s as may be agreed to
     between Stellar and Cadiz:

     –   the receipt of unconditional approval from the Takeover
     Regulation Panel in terms of a compliance certificate to be
     issued in terms of the Companies Act in relation to the
     Scheme; and

     –   approval of the Scheme from the Registrar of Long-Term
     Insurers as defined in and in accordance with the provisions
     of the Long-Term Insurance Act, 1998 (No. 52 of 1998).

     Once all the conditions precedent to the Scheme have been
     fulfilled or waived (in whole or in part), as the case may
     be, a further announcement regarding the relevant dates for
     the implementation of the Scheme will be made.


     Johannesburg
     29 September 2015

     Corporate Finance Adviser and Sponsor to Stellar:  Stellar
     Advisers Proprietary Limited
     Sponsor to Cadiz: Investec Bank Limited

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