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SEARDEL INVESTMENT CORPORATION LIMITED - Results of the Annual General Meeting and timetable of the name change and share consolidation

Release Date: 30/10/2015 08:53
Code(s): SRN SER     PDF:  
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Results of the Annual General Meeting and timetable of the name change and share consolidation

Seardel Investment Corporation Limited                                       
(Incorporated in the Republic of South Africa)
Registration number: 1968/011249/06
N Shares share code: SRN; Ordinary Shares share code: SER
ISIN: ZAE000030144; ISIN: ZAE000029815
(“Seardel” or the “Company”)



RESULTS OF THE ANNUAL GENERAL MEETING AND TIMETABLE OF THE NAME CHANGE AND SHARE
CONSOLIDATION



  1. INTRODUCTION

     Seardel ordinary shareholders and N-ordinary shareholders (collectively, the "Seardel Shareholders") are
     advised that at the Annual General Meeting (“AGM”) of Seardel held on Thursday, 29 October 2015, all the
     resolutions set out in the notice of AGM and proposed at the meeting were passed, without modification, by the
     requisite majority of Seardel Shareholders.

     Please see the timetable below with respect to the name change and share consolidation. Please note that the
     dates may change as they are subject to the filing and registration of the relevant special resolutions with the
     CIPC and the provision of copies thereof to the JSE. Any changes in dates will be announced on SENS.


  2. RESULTS OF THE VOTING AT THE ANNUAL GENERAL MEETING


     The resolutions were voted on as follows:

                                                                    % of issued
                                                                   share capital               Number of shares
                                                                
       Total number of shares present/represented
       including proxies at meeting (including shares                   85.53269%                57,845,308,647
       abstained from voting)


                                                                 Number of votes (one vote per share)

                                                                 For                Against            Abstain

       Ordinary resolution No. 1                            57,845,264,221             -               44,426
       To receive and adopt the audited financial               100.00000%         0.00000%           0.00007%
       statements
       
                                                               
       Ordinary resolution No. 2.1                          56,911,607,021      933,657,200             44,426
       Election of director:                                     98.38594%         1.61406%           0.00007%
       Mr J A Copelyn
       
                                                                
       Ordinary resolution No. 2.2                          57,845,264,221                -             44,426
       Election of director:                                    100.00000%         0.00000%           0.00007%
       Mr T G Govender
                                                              
       Ordinary resolution No. 2.3                          57,845,264,221                -             44,426
       Election of director:                                    100.00000%         0.00000%           0.00007%
       Ms R D Watson
                                                               
       Ordinary resolution No. 2.4                          57,845,264,221                -             44,426
       Election of director:                                    100.00000%         0.00000%           0.00007%
       Mr L Govender                                                       


       Ordinary resolution No. 2.5                          57,845,264,221               -              44,426
       Election of director:                                    100.00000%         0.00000%           0.00007%
       Mr A Lee

                                                         
       Ordinary resolution No. 2.6                           57,845,264,221              -              44,426
       Election of director:                                     100.00000%        0.00000%           0.00007%
       Mr V E Mphande

                                                         
      Ordinary resolution No. 3                             56,911,607,021      933,657,200             44,426
      Reappointment of auditor                                   98.38594%         1.61406%           0.00007%

                                                         
      Ordinary resolution No. 4.1                           57,845,264,221              -               44,426
      Appointment of audit committee member:                    100.00000%       0.00000%             0.00007%
      Mr L Govender

                                                       
      Ordinary resolution No. 4.2                           57,845,264,221              -               44,426
      Appointment of audit committee member:                    100.00000%       0.00000%             0.00007%
      Mr V E Mphande

                                                         
      Ordinary resolution No. 4.3                           57,845,264,221              -               44,426
      Appointment of audit committee member:                    100.00000%        0.00000%            0.00007%
      Ms R D Watson

                                                        
    Ordinary resolution No. 5                               55,145,897,253    2,699,366,968             44,426
    General authority over unissued shares                       95.33347%         4.66653%           0.00007%

                                                         
    Ordinary resolution No. 6                               55,145,897,253    2,699,366,968             44,426
    General authority to issue shares and options for            95.33347%         4.66653%           0.00007%
    cash

                                                          
    Nonbinding resolution No. 1                             57,841,998,244        3,265,977             44,426
    Advisory endorsement of remuneration report for the          99.99435%         0.00565%           0.00007%
    year ended 31 March 2015 

                                                          
    Special resolution No. 1                                57,845,264,221              -               44,426
    Approval of annual fees to be paid to non-executive         100.00000%         0.00000%           0.00007%
    directors

                                                         
Special resolution No. 2                                    57,845,264,221              -               44,426
General authority to repurchase company shares                  100.00000%         0.00000%           0.00007%

                                                        
Special resolution No. 3                                    56,908,341,044       936,923,177            44,426
General approval of the provision of financial                   98.38029%          1.61971%          0.00007%
assistance in terms of sections 44 and 45 of the
Companies Act

                                                          
Special resolution No. 4                                    57,845,264,221               -              44,426
Change of name of the Company in terms of section               100.00000%          0.00000%          0.00007%
16 of the Companies Act

                                                        
Special resolution No. 5                                    57,845,264,221              -               44,426
Approval of the 10-to-1 share consolidation                     100.00000%          0.00000%          0.00007%

                                                        
Ordinary resolution No. 8                                   57,845,264,221              -               44,426
Authorisation of directors                                      100.00000%          0.00000%          0.00007%
       
                                               
       The special resolutions, to the extent required, will be submitted for filing with the Companies and Intellectual
       Property Commission in due course.


   3. IMPORTANT DATES AND TIMES

                                                                                                         2015
        Annual General Meeting, 10h00 on                                                  Thursday, 29 October

        Annual General Meeting results announced on SENS                                    Friday, 30 October

        Receive confirmation of registration by the CIPC of the special resolutions by     Monday, 16 November
        this date or as soon as possible thereafter

        THE DATES BELOW MAY CHANGE AS THEY ARE SUBJECT TO THE FILING AND REGISTRATION
        OF THE RELEVANT SPECIAL RESOLUTIONS WITH CIPC AND THE PROVISION OF COPIES
        THEREOF TO THE JSE. ANY CHANGES IN DATES WILL BE ANNOUNCED ON SENS.

        Release of finalisation announcement in respect of the name change and            Friday, 20 November
        share consolidation on SENS

        Last date to trade under the old name and in order to take part in the share      Friday, 27 November
        consolidation

        Trading under the new name of E Media Holdings Limited and with the new           Monday, 30 November
        capital structure following the share consolidation commences, under the
        JSE share code “EMN” in respect of N-Shares and “EMH” in respect of
        Ordinary Shares and new ISINs ZAE000209524 and ZAE 000208898
        respectively

        Record date in respect of the name change and share consolidation                 Friday, 4 December

        Posting of new share certificates in respect of Certificated Seardel Shares       Monday, 7 December
        following the name change and share consolidation and update of CSDP
        and broker safe custody accounts



       Notes:
          1. The above dates and times relating to the proposed name change and share consolidation are
              subject to amendment, as they are subject to the filing and registration of the relevant special
              resolutions with CIPC and the provision of copies thereof to the JSE. Any changes in dates will be
              announced on SENS.
          2. All dates and times are local dates and times in South Africa.


30 October 2015
Cape Town

Sponsor and Corporate Adviser
Investec Bank Limited

Date: 30/10/2015 08:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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