ALLIED ELECTRONICS CORPORATION LIMITED - Results of the N shareholder meeting and special general meeting and changes to the board

Release Date: 09/03/2017 16:34
Code(s): AEL AEN
 
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Results of the N shareholder meeting and special general meeting and changes to the board

Allied Electronics Corporation Limited
Incorporated in the Republic of South Africa
Registration Number: 1947/024583/06
Share code: AEL ISIN: ZAE000191342
Share code: AEN ISIN: ZAE000191359
(“Altron" or the “Company")

RESULTS OF THE N SHAREHOLDER MEETING AND SPECIAL GENERAL MEETING AND CHANGES
TO THE BOARD


1.   INTRODUCTION

     The definitions and interpretations commencing on page 6 of the Circular have been used in this SENS
     announcement.

     Altron shareholders are referred to the announcement released on SENS on Thursday, 9 February
     2017, as well as to the Circular issued to Altron shareholders on the same date, regarding, inter alia:-

     a)    the collapse of the Company’s historical dual share capital structure and the removal of the Venter
           Family’s absolute voting control over the Company;
     b)    the repurchase by the Company of all of the issued N class shares in consideration for the issue
           of 9 A class ordinary shares for every 10 N class shares;
     c)    the subscription by the Venter Family for a new high voting share which will entitle the Venter
           Family to exercise 25.0% plus one vote at any shareholders' meeting for as long as the Venter
           Family owns, directly or indirectly, in excess of 10.0% of the A class shares in the Company;
     d)    the introduction of VCP as a new strategic partner, which is expected to be a catalyst in driving
           shareholder value creation by accelerating the Company’s growth initiatives within its core IT
           operations; and
     e)    the appointment of VCP’s co-founders, Antony Ball and Samuel Sithole, to the Board as non-
           executive directors.

     Shareholders are advised that all the resolutions proposed to N Shareholders at the N Shareholder
     Meeting and all the resolutions proposed to the Shareholders at the Special General Meeting were
     passed by the requisite majority of votes.

     The Board is pleased to advise that no Shareholder delivered to the Company any written notice
     objecting to Special Resolution Number 3, as set out in the Notice of the Special General Meeting, or
     objecting to Special Resolution Number 1, as set out in the Notice of the N Shareholder Meeting and in
     terms of section 164(3) of the Companies Act No. 711 of 2008. Accordingly the condition precedent to
     implementation of the Restructure set out in paragraph 9.1.6 of the Circular has been fulfilled.


2.   RESULTS OF THE N SHAREHOLDER MEETING

     All of the resolutions as set out in the Notice of N Shareholder Meeting incorporated in the Circular were
     passed, without modification, by the requisite majority of votes. Although the Venter Family were
     represented at the N Shareholder Meeting, they did not vote on any of the proposed resolutions and
     were not taken into account for the purposes of determining quorum. The following information is
     provided:-

     Total issued number of N Shares in issue                                                    264 371 346
     Number of N Shares eligible to vote at the meeting                                          230 252 104
     Number of N Shares represented at the meeting                                               205 978 669
     Percentage of N Shares represented at the meeting                                                  89%


     Details of the results of the voting at the N Shareholder Meeting are as follows:-

                                                               Number of votes carried      Shares
                                                               and disclosed as a           abstained
                                                               percentage in relation to    disclosed as a
                                                               the total number of N        percentage in
                                                               Shares voted at the          relation to the
                                                               meeting                      total issued N
                                                                                            Share capital
     Resolution proposed                                       For             Against

     Special resolution number 1:
     Approval of the scheme of arrangement and                 205 975 399     600
     Repurchase of more than 5% of all of the N Shares         100%            0%           0%
     in issue at the Last Practicable Date
            
     Special resolution number 2:                                                           
     Revocation of the Repurchase Scheme Special               204 324 053     1 651 946    0%
     Resolution                                                99.20%          0.80%
     
     Ordinary resolution number 1:                             205 973 172     150          0%
     Directors authorised to act                               100%            0%


3.   RESULTS OF THE SPECIAL GENERAL MEETING

     The Special General Meeting was held on Thursday, 9 March at 10h30 and all of the resolutions as set
     out in the Notice of Special General Meeting incorporated in the Circular were passed, without
     modification, by the requisite majority of votes. It is important to note that although the Venter Family
     were represented at the Special General Meeting, they did not vote on any of the proposed resolutions
     and were not included for the purposes of determining quorum. The following information is provided:-

     Total issued number of Altron Shares                                                        105 669 131
     Number of Altron Shares that could have been voted at the meeting                            44 281 416
     Number of Altron Shares represented at the meeting                                           34 715 745
     Percentage of Altron Shares represented at the meeting                                             78%


     Details of the results of the voting at the Special General Meeting are as follows:-

                                                               Number of votes carried      Altron Shares
                                                               and disclosed as a           abstained
                                                               percentage in relation to    disclosed as a
                                                               the total number of          percentage in
                                                               Altron Shares voted at       relation to the
                                                               the meeting                  total issued
                                                                                            Altron Share
                                                                                            capital
     
     Resolution proposed                                       For             Against

     
     Special resolution number 1:                              33 645 459      1 200
     Conversion of A Shares from par value Shares to no                                     0.01%
     par value Shares                                          100%            0%
     

     Special resolution number 2:                              34 703 045      4 200
     Increase in authorised A Share capital                    99.99%          0.01%        0.01%
     
     Special resolution number 3:                              32 980 792      1 726 153
     Creation of New High Voting Share                         95.03%          4.97%        0.01%
                                                               
     Special resolution number 4:
     Issue of Shares to a person related or inter-related to   33 633 251      13 108
     a director                                                99.96%          0.04%        0.01%
                                                               
     
     Special resolution number 5:
     Authority to issue Shares in excess of 30% of the         33 636 596     10 063
     voting power                                              99.97%         0.03%         0.01%
                                                               
    
     Special resolution number 6:
     Specific repurchase of N Shares in terms of               33 340 837    1 361 898
     paragraph 5.69 of the Listings Requirements               96.08%        3.92%          0.01%
                                                               
     
     Special resolution number 7:
     The acquisition from a director or a prescribed officer   34 694 162    9 776
     or a person related to a director or prescribed officer   99.97%        0.03%          0.01%

                                                              
     Special resolution number 8:                              32 980 794    1 722 844
     Issue and allotment of the New High Voting Share          95.04%        4.96%          0.01%

                                                               
     Special resolution number 9:
     Replacement of the Company’s Memorandum of                32 990 622    1 713 029
     Incorporation                                             95.06%        4.94%          0.01%

                                                               
     Special resolution number 10:                             33 642 916    450
     Revocation of special resolution number 1                 100%          0%             0.01%  
                          
                                                               
     Special resolution number 11:
     Revocation of special resolution numbers 2, 3, 9 and      34 703 475    476
     12                                                        100%          0%             0.01%
                                                               
     
     Special resolution number 12:                             34 707 231    13
     Cancellation of N Share capital                           100%          0%             0.01%
                                                              
     Ordinary resolution number 1:
     Appointment of Antony Ball as a Non-Executive             33 643 066    3 293
     Director                                                  99.99%        0.01%          0.01%
                                                               
     
     Ordinary resolution number 2:
     Appointment of Samuel Sithole as a Non-Executive          33 643 066    3 293          0.01%
     Director                                                  99.99%        0.01%
                                                               
     
     Ordinary resolution number 3:                             33 633 753    9 313
     Adjustment to the Share Plan                              99.97%        0.03%          0.01%

                                                               
     Ordinary resolution number 4:                             33 643 366    3 293
     Specific authority to issue Shares for cash to VCP        99.99%        0.01%          0.01%
     
                                                          
     Ordinary resolution number 5:                             33 643 366    -
     Board authority to allot and issue A Shares               100%          0%             0.01%
                                                               
     
     Ordinary resolution number 6:                             32 981 544    1 722 394
     Specific authority to issue the New High Voting           95.04%        4.96%          0.01%
     Share for cash to the Venter Family Entity                                                         
     
     Ordinary resolution number 7:                             33 105 730    540 929
     Directors authorised to act                               98.39%        1.61%          0.01%
                                                              




4.   CHANGES TO THE BOARD

     In compliance with Section 3.59 of the Listings Requirements of the JSE Limited Shareholders are
     advised of the following changes to the Board:

     Antony Ball and Samuel Sithole have been appointed to the Board as non-executive directors, with
     effect from date of implementation of the Restructure.

     -     Antony Ball, co-founded Capital Partners, South Africa’s first independent private equity firm. In
           1998, Capital Partners merged with the investment banking interests of Capital Alliance Holdings
           Limited to form Brait SE. Mr Ball served as Brait’s Chief Executive Officer for nine years, during
           which time he played a key role in the raising, management and organisation of Brait’s private
           equity funds and led numerous investments covering industrial services, technology,
           manufacturing, media, agricultural services and chemicals.

      -    Sam Sithole is the Chief Executive Officer of Value Capital Partners. He was an Executive
           Director of Brait SE from June 2008 until September 2016, where he spent most of his years as
           the Financial Director of the Brait Group and later as Executive Director: Capital and Treasury.
           The above period included extensive corporate and group re-organisations, as well as engaging
           in both local and international markets for new capital for the group. Mr Sithole was also an
           integral part of the investment team from 2011 until 2016, when Brait transitioned into an
           investment company, a period which saw the company grow its market capitalisation over 10
           times within a four to five year period. Mr Sithole was also a partner of Deloitte, where he spent
           six years as an audit partner and departed the organisation as Business Unit Leader for the
           Financial Services Audit practice in their Johannesburg offices.

      The Board welcomes Antony Ball and Samuel Sithole and looks forward to their contribution.


5.    REVISED SALIENT DATES AND TIMES

      To the extent that certain conditions precedent to implementation of the Restructure are fulfilled earlier
      than anticipated, Shareholders will be advised of any consequent amendments to the Salient Dates and
      Times contained in the Circular.


Parktown, Johannesburg
9 March 2017

Joint financial advisor and sponsor to Altron
Investec Bank Limited

Joint financial advisor to Altron
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal advisor to Altron
Edward Nathan Sonnenbergs Incorporated

Legal advisor to VCP
DLA Piper South Africa Services (Pty) Ltd

Legal advisor to the Venter Family
Lapin Attorneys

Date: 09/03/2017 04:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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