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Results of General Meeting
ITALTILE LIMITED
Incorporated in the Republic of South Africa
(Registration number 1955/000558/06)
Share code: ITE ISIN: ZAE000099123
(“Italtile” or “the Company”)
RESULTS OF GENERAL MEETING
Italtile shareholders are referred to the announcement released on SENS on 23 August 2016 and the
circular distributed to shareholders on 23 August 2016 (“Circular”). Terms defined in the Circular shall,
unless otherwise stated, bear the same meaning in this announcement.
Italtile shareholders are advised that, at the General Meeting convened in terms of the notice of general
meeting to shareholders dated 23 August 2016 which was held today, all the resolutions placed before the
Italtile shareholders for consideration, including the resolution to approve the Acquisition, were passed by
the requisite majority of shareholders.
The number of shares voted in person or by proxy in respect of special resolution number 1, special
resolution number 2 and ordinary resolution number 2 was 929 143 392, representing 90.95% of the total
issued share capital of the same class of Italtile shares.
The number of shares voted in person or by proxy in respect of ordinary resolution number 1 was
347 247 119, representing 80.94% of the total issued share capital of the same class of Italtile shares
(excluding Rallen and its associates).
The resolutions proposed at the General Meeting, together with the percentage of votes abstained, as well
as the percentage of votes carried for and against each resolution, are set out below:
% of votes % of votes
carried for the against the % of shares
Resolution resolution resolution abstained
Special resolution number 1: Financial assistance for
the subscription of Shares in terms of section 99.27 0.73 0.01
44(3)(a)(ii) of the Companies Act
Special resolution number 2: Approval to issue the
Share Consideration in terms of section 41(1) of the 99.27 0.73 0.01
Companies Act
Ordinary resolution number 1: Ceramic Acquisition 98.03 1.97 0.03
Ordinary resolution number 2: Authority granted to 99.27 0.73 0.01
Directors
The Condition Precedent contained in paragraph 3.5.3.5 of the Circular as set out below has accordingly
been fulfilled:
Italtile Shareholders having passed at the General Meeting all such resolutions as are required to
approve the implementation of the Acquisition, including the issue of ordinary shares in Italtile in terms of
sections 41(1) and 44(3)(a)(ii) of the Companies Act.
Italtile shareholders are advised that, subsequent to the fulfilment of the Conditions Precedent referred to in
the announcement released on SENS on 19 August 2016 entitled "Update on the fulfilment of the
Conditions Precedent", the following Conditions Precedent contained in paragraphs 3.5.3.3 and 3.5.3.6.3 of
the Circular and as set out below have also been fulfilled:
Ceramic having delivered a written waiver and undertaking to Italtile pursuant to which Ceramic waives
any pre-emptive or other analogous rights which it may have in respect of any residual shares which will
not be repurchased by Ceramic from the respective Ceramic Empowerment Shareholders pursuant to
the terms set out in the addendum agreements referred to in paragraph 3.5.3.1 of the Circular, arising
out of or in connection with the subscription agreements pertaining to the Ceramic Empowerment
Shareholders, as applicable; and
to the extent necessary, approval by the Financial Surveillance Department of the South African Reserve
Bank.
The fulfilment of the Conditions Precedent contained in paragraphs 3.5.3.1, 3.5.3.2, 3.5.3.4, 3.5.3.6.1 and
3.5.3.6.2 of the Circular, as set out below, have been extended by written agreement between Italtile, Italtile
Ceramics and Ceramic and are the only Conditions Precedent to the Acquisition which remain outstanding
by no later than 30 November 2016, or such later date as may be agreed in writing between Italtile, Italtile
Ceramics and Ceramic on or before such date:
an addendum to the respective subscription agreements pertaining to each of the Ceramic
Empowerment Shareholders pursuant to which Ceramic is entitled to exercise its rights to
repurchase the respective Ceramic Settlement Shares from the Ceramic Empowerment
Shareholders without any corresponding obligation to repurchase any residual shares in Ceramic
held by any of them, having been executed in writing on terms acceptable to Italtile;
all of the Ceramic Settlement Shares held by the Ceramic Empowerment Shareholders having been
repurchased by Ceramic in accordance with the terms of the relevant subscription agreements;
the Italtile Board and the board of directors of Italtile Ceramics having passed all such resolutions
required in order to give effect to the implementation of the Acquisition; and
the requisite approvals having been obtained from the relevant regulatory bodies including:
unconditional approval by the relevant competition authorities or conditional approval on terms and
conditions which Italtile confirms, in writing, to be acceptable to it; and
the JSE granting a listing of the Italtile Shares to be issued as the Share Consideration.
Johannesburg
21 September 2016
Sponsor
Merchantec Capital
Legal Advisor to Italtile
Hogan Lovells (SA) Inc.
Corporate and Legal Advisor to Ceramic
Prinsloo, Tindle and Andropoulos Inc.
Corporate and Legal Advisor to Rallen
Rabin & Associates Proprietary Limited
Date: 21/09/2016 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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