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Results of the general meeting
Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
JSE code: TDH
ISIN: ZAE000152658
(“Tradehold” or the “Company”)
RESULTS OF THE GENERAL MEETING
Further to the announcement released on the Securities Exchange News Service
(“SENS”) of JSE Limited (the “JSE”), shareholders are advised that the general
meeting of Tradehold shareholders (“General Meeting”) was held today, Thursday,
22 December at 10:00. Defined terms used but not defined in this announcement
have the meaning set out in the Circular that was posted to shareholders on
23 November 2016.
All the special and ordinary resolutions set out in the notice of General Meeting
to shareholders (“Notice”), dated 18 November 2016 and posted on 23 November
2016, and tabled thereat were approved by the requisite majority of shareholders.
The resolutions proposed at the General Meeting, and the details of the results
are set out below:
- Total number of Tradehold shares that could have been voted at the General
Meeting:
o Ordinary Shares: 189,429,632
o N Preference Shares: 77,964,625
- Total number of Tradehold shares that were present/represented at the
General Meeting:
o Ordinary Shares: 136,574,021* being 72.1% of the total number of
Tradehold Ordinary Shares that could have been voted at the General
Meeting
*including related parties excluded from voting on the related party
resolutions indicated in the Notice
o N Preference Shares: 77,964,625 being 100% of the total number of
Tradehold N Preference Shares that could have been voted at the General
Meeting
Ordinary resolution 1: approval of the Transaction
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
205,152,858 192,557 205,152,358 500
(99.91%) (0.00%)
Ordinary resolution 2: approval of the Acquisition, Specific Repurchase and
Specific Issue as related party transactions
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
205,152,858 192,557 205,152,358 500
(99.91%) (0.00%)
Special resolution 1: Conversion of ordinary par value shares into Ordinary
Shares with no par value
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Special resolution 2: Increase of authorised Ordinary Share capital
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Special resolution 3: Conversion of par value N Preference Shares into N
Preference Shares with no par value
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Special resolution 4: Increase of authorised N Preference Shares capital
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Special resolution 5: Amendment of Memorandum of Incorporation
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Special resolution 6: Authority to issue Shares in terms of section 41(1) of the
Companies Act in respect of the Transaction and the Specific Issue
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Specific resolution 7: Specific authority to repurchase Shares from Imbali 21
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
205,152,858 192,557 205,152,358 500
(99.91%) (0.00%)
Special resolution 8: Authority to issue Shares in terms of section 41(3) of the
Companies Act in respect of the Transaction and Specific Issue
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Ordinary resolution 3: Specific authority to issue Shares for cash to the Imbali
21 Subscribers
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
205,152,858 192,557 205,152,358 500
(99.91%) (0.00%)
Ordinary resolution 4: Appointment of Kenneth Russell Collins as a Director of
the Company
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
Ordinary resolution 5: Authorisation of the Directors
Number of shares Number of shares Number of shares Number of shares
voted* abstained** in favour (% of against(% of total
votes represented) votes represented
214,538,646 192,557 214,345,589 500
(99.91%) (0.00%)
* shares excluding abstentions and inclusive N-Preference shares voted
** in relation to total number of applicable class of shares in issue; note only
ordinary shares abstained from voting as noted
The special resolutions will be filed with the Companies and Intellectual Property
Commission in due course.
Cape Town
22 December 2016
Corporate Advisor
Mettle Corporate Finance Proprietary Limited
Legal adviser
Cliffe Dekker Hofmeyr Inc.
JSE sponsor
Bravura Capital Proprietary Limited
Date: 22/12/2016 12:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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