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Results of General Meeting of shareholders
Capital Appreciation Limited
Incorporated in the Republic of South Africa
(Registration number 2014/253277/06)
Share code: CTA
ISIN: ZAE000208245
(‘CAPPREC” or "the Company")
RESULTS OF GENERAL MEETING OF SHAREHOLDERS ("GENERAL MEETING")
1. INTRODUCTION
Shareholders are referred to the announcement released on the Stock Exchange News Service
("SENS") on 31 March 2017 relating to, inter alia, the posting of the circular to CAPPREC
shareholders ("Circular") and the Notice of General Meeting of CAPPREC shareholders
convened in order to consider and approve the acquisition of three financial technology
companies, namely (i) African Resonance Business Solutions (Proprietary) Limited (“African
Resonance”), (ii) Rinwell Investments (Proprietary) Limited (“Rinwell”), the sole shareholder of
Dashpay (Proprietary) Limited (“Dashpay”), and (iii) Synthesis Software Technologies
Proprietary Limited (“Synthesis”), (collectively referred to as “the Transactions”), and matters
related to the Transactions. The Transactions constitute the acquisition of a viable asset in
terms of the JSE Listings Requirements on the basis set out in the Circular.
2. RESULTS OF GENERAL MEETING
The General Meeting of CAPPREC shareholders was held at 4th Floor, One Vdara, 41 Rivonia
Road, Sandhurst, 2196 at 10:00, today, Friday, 5 May 2017, for the purpose of considering the
resolutions set forth in the Notice of General Meeting incorporated in the Circular.
Shareholders are advised, in terms of paragraph 3.91 of the JSE Listings Requirements, that all
resolutions proposed in the Notice of General Meeting were passed at the General Meeting by
the requisite majority of CAPPREC shareholders present and represented by proxy and being
entitled to vote. The following information is provided:
Total number of issued ordinary shares 1 250 000 000
Number of ordinary shares represented at the meeting 922 499 839
Percentage of ordinary shares represented at the meeting 74%
Details of the results of voting at the General Meeting are as follows (please note all terms are
as defined in the Circular):
Resolution proposed For Against Abstain*
Ordinary Resolution 1 – 844 000 016 78 419 823 80 000
Acquisition of the AR 91.50% 8.50% 0.01%
Shares
Ordinary Resolution 2 – 814 420 699 107 999 140 80 000
Acquisition of the Rinwell 88.29% 11.71% 0.01%
Shares
Ordinary Resolution 3 – 844 000 016 78 419 823 80 000
Acquisition of the SST 91.50% 8.50% 0.01%
Shares
Ordinary Resolution 4 – 844 000 016 78 419 823 80 000
Use of residual capital – 91.50% 8.50% 0.01%
Resonance Australia
Ordinary Resolution 5 – 814 247 452 108 172 387 80 000
Use and retention of 88.27% 11.37% 0.01%
residual capital
Ordinary Resolution 6 – 780 932 205 141 487 634 80 000
General authority to issue 84.66% 15.34% 0.01%
shares for cash
Ordinary Resolution 7 – 781 105 452 111 735 070 29 659 317
Amendment of Share Plan 87.49% 12.51% 2.37%
Ordinary Resolution 8 – 844 800 016 77 619 823 80 000
Creating vacancies on the 91.59% 8.41% 0.01%
Board
Special Resolution 1 – 843 995 016 78 424 823 80 000
Intercompany financial 91.50% 8.50% 0.01%
assistance
*Abstentions are represented as a percentage of total number of issued ordinary shares.
Consequently, CAPPREC is pleased to announce to shareholders that all Transactions have today
become unconditional in accordance with each of their respective terms as envisaged in the Circular.
Completion of the Transactions is expected to occur during the week of 8 May 2017.
The CAPPREC Board would like to thank shareholders for their overwhelming support for each of the
resolutions. The vote of confidence is greatly appreciated.
By order of the CAPPREC board
Johannesburg
5 May 2017
DIRECTORS
M. Sacks* (Non-Executive Chairman), M. Pimstein (Joint Chief Executive Officer), B.
Sacks (Joint Chief Executive Officer), A. Salomon (Chief Financial Officer), Ms. B. Bulo*,
J.M. Kahn*, Dr. D. Matjila*, R. Morar*, V. Sekese*, C. Valkin*
* Non-Executive Directors
Sponsor: Investec Bank Limited
Legal advisors to Capital Appreciation: Webber Wentzel
Legal advisors to African Resonance and Rinwell: Hogan Lovells
Legal advisors to Synthesis: Werksmans Attorneys
Auditors to Capital Appreciation: Ernst and Young
Auditors to African Resonance and Rinwell: Grant Thornton
Auditors to Synthesis: BDO South Africa
Date: 05/05/2017 02:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
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