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TRUSTCO GROUP HOLDINGS LIMITED - Results of General Meeting

Release Date: 05/10/2015 12:21
Code(s): TTO     PDF:  
Wrap Text
Results of General Meeting

TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX Share Code: TUC
JSE Share Code: TTO
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)



RESULTS OF GENERAL MEETING



The board of directors of Trustco hereby advises that at the general meeting of shareholders (“the General Meeting”)
held today, 5 October 2015, the following resolutions, as set out in the circular to shareholders dated 11 September
2015 (“the Circular”), were duly approved by the requisite majority of shareholders present and voting, in person or
represented by proxy. The detailed voting results of the General Meeting are set out below:

                       Votes for     Votes          Number of            Number of       Number of        Shares
                       resolution    against        shares voted         shares          shares voted     abstained as
                       (%) *         resolution     at the General       ineligible to   at the General   a percentage
                                     (%) *          Meeting              vote at the     Meeting as a     (%) of shares
                                                                         General         percentage       in issue
                                                                         Meeting         (%) of shares
                                                                                         in issue

 1. Ordinary                  90%             1%       258 313 677       392 554 120            33.45%             2.98%
    Resolution
    No. 1:

     Approval of
     the Share
     Purchase
     Agreement

 2. Ordinary                  90%             1%       258 313 677       392 554 120            33.45%             2.98%
    Resolution
    No. 2:

     Authority to
     Action


Note * - In relation to the total number of shares voted at the General Meeting.


The board of directors further advises as follows on the status of the conditions to be fulfilled for purposes of the
closing of the Share Purchase Agreement, as defined in the Circular:

        CONDITION                                            FULFILLED/OUTSTANDING              DATE FULFILLED
1.      Obtain the Namibian Competition                      Not required as the transaction    22 September 2015
        Commission’s (“NCC”) approval                        is not a notifiable transaction
                                                             (as confirmed by the NCC)
2.      Obtain Competent Person’s Report acceptable          Fulfilled                          11 September 2015
        to the JSE and the board of directors

3.      Obtain Independent Fairness Opinion                  Fulfilled                          11 September 2015
        acceptable to the JSE and the board of
        directors
4 (a)   NNDC to obtain water extracting permit               Fulfilled                          30 September 2015
4 (b)   NNDC to obtain environmental assessment              Fulfilled                          31 January 2013
        certificate
5.      Obtain shareholders’ approval for the                Fulfilled                          5 October 2015
        transaction
6.      Obtain JSE approval for the fresh issuance of        Fulfilled                          11 September 2015
        shares
7.      Obtain board approval from all companies             Fulfilled                          17 June 2015
        which are parties to the Share Purchase                                                 (Trustco Group
        Agreement                                                                               Holdings Ltd)
                                                                                                10 July 2015
                                                                                                (all other companies)
8.      Purchaser to be satisfied with the tax               Fulfilled                           14 July 2015
        consequences of the transaction

9.      Obtain Export Processing Zone status by              Outstanding                                  -
        Morse Investments (Pty) Ltd
10.     Obtain Mining License by Northern Namibia            Outstanding                                  -
        Development Company (Pty) Ltd (“NNDC”)



Shareholders will be advised once the unfulfilled conditions, being the obtaining of a Mining Licence and Export
Processing Zone status have been fulfilled.



By order of the board

Sandra Miller
Company Secretary

Windhoek
5 October 2015

Corporate advisor – DEA-RU
JSE Transaction Sponsor – PSG Capital

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