ARROWHEAD PROPERTIES LIMITED - Results of Annual General Meeting

Release Date: 28/01/2016 16:00
Code(s): AWB AWA
 
Wrap Text
Results of Annual General Meeting

ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000203105
JSE share code: AWB ISIN: ZAE000203113
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)


CONVERSION TO A SINGLE CLASS OF SHARES: RESULTS OF GENERAL MEETINGS


Shareholders are referred to the announcement released on SENS on 18 December 2015 wherein shareholders were advised that
Arrowhead had posted a circular, together with notices convening general meetings, to shareholders relating to:

-        an amendment of the company’s existing memorandum of incorporation in order to effect the conversion of each “B” ordinary
         share into an “A” ordinary share;
-        the reclassification of the “A” ordinary shares as ordinary shares; and
-        the adoption of a new memorandum of incorporation to take account of the change in the company’s capital structure and to
         reflect the terms applicable to the ordinary shares,

(collectively, the “share capital restructure”).

Shareholders are advised that at the general meetings of Arrowhead shareholders held on Thursday, 28 January 2016, all resolutions
required to be passed in order to approve the transactions were passed by the requisite majority of shareholders.

Details of the results of the combined general meeting are as follows:

-        total number of Arrowhead shares that could have been voted at the combined general meeting: 936 943 974; and
-        total number of Arrowhead shares that were present/represented at the combined general meeting: 502 934 757 (being
         53.67821% of the total number of shares that could have been voted at the meeting).

    Special resolution number 1: Approval of the conversion

    Shares voted*                   For                               Against                            Abstentions^
    502 631 782                     502 621 782, being 99.99801%      10 000, being 0.00199%             302 975, being 0.03234%

    Special resolution number 2: Approval of the reclassification of “A” shares

    Shares voted*                   For                               Against                            Abstentions^
    502 631 782                     502 621 782, being 99.99801%      10 000, being 0.00199%             302 975, being 0.03234%

    Special resolution number 3: Approval of the abrogation of the existing MoI in its entirety and the adoption of the new MoI

    Shares voted*                   For                               Against                            Abstentions^
    502 631 782                     502 621 782, being 99.99801%      10 000, being 0.00199%             302 975, being 0.03234%

    Ordinary resolution number 1: General authority

    Shares voted*                   For                               Against                            Abstentions^
    502 631 782                     502 621 782, being 99.99801%      10 000, being 0.00199%             302 975, being 0.03234%

* shares excluding abstentions
^ in relation to total number of shares in issue

Details of the results of the general meeting of “A” shareholders are as follows:

-        total number of Arrowhead “A” shares that could have been voted at the general meeting of “A” shareholders: 468 471 987;
         and
-        total number of Arrowhead “A” shares that were present/represented at the general meeting of “A” shareholders: 251 890 681
         (being 53.76857% of the total number of shares that could have been voted at the meeting).

    Special resolution number 1: Approval of the conversion

    Shares voted*                   For                               Against                            Abstentions^
    249 588 209                     249 588 209, being 100%           -                                  2 302 472, being 0.49149%

    Ordinary resolution number 1: General authority

    Shares voted*                   For                               Against                            Abstentions^
    249 588 209                     249 588 209, being 100%           -                                  2 302 472, being 0.49149%

* shares excluding abstentions
^ in relation to total number of “A” shares in issue

Details of the results of the general meeting of “B” shareholders are as follows:

-        total number of Arrowhead “B” shares that could have been voted at the general meeting of “B” shareholders: 468 471 987;
         and
-        total number of Arrowhead “B” shares that were present/represented at the general meeting of “B” shareholders: 269 576 028
         (being 57.54368% of the total number of shares that could have been voted at the meeting).

    Special resolution number 1: Approval of the conversion

    Shares voted*                   For                               Against                            Abstentions^
    269 274 860                     269 274 860, being 100%                                              301 168, being 0.06429%

    Ordinary resolution number 1: General authority

    Shares voted*                   For                               Against                            Abstentions^
    269 274 860                     269 274 860, being 100%                                              301 168, being 0.06429%

* shares excluding abstentions
^ in relation to total number of “B” shares in issue

The share capital restructure remains subject to, inter alia, receipt of confirmation by the Companies and Intellectual Properties
Commission that it has accepted and placed on file all relevant documents required to effect the share capital restructure.

A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the transactions at the appropriate time/s.

28 January 2016


Corporate advisor, tax advisor and sponsor
Java Capital


Legal advisor
Cliffe Dekker Hofmeyr

Date: 28/01/2016 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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