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Results of the General Meeting of Astrapak Shareholders, Preference Share Scheme and Ordinary Share Scheme Meetings
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
RESULTS OF THE GENERAL MEETING OF ASTRAPAK SHAREHOLDERS, THE PREFERENCE
SHARE SCHEME MEETING AND THE ORDINARY SHARE SCHEME MEETING
1. INTRODUCTION
Astrapak Shareholders are referred to:
1.1 the following announcements released on SENS:
- the joint firm intention announcement dated 15 December 2016 regarding, inter alia:
o the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary
Shares, excluding the 12 837 424 Treasury Shares and 1 258 594 Astrapak Ordinary Shares
held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, as well as
the voluntary repurchase by Astrapak of all of the Preference Shares in issue from the holders
thereof, both by way of schemes of arrangement in terms of section 114 of the Companies
Act, to be proposed by the Astrapak Board to the Astrapak Shareholders; and
o the unbundling of all the shares in Master Plastics to Astrapak Ordinary Shareholders by way
of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46
of the Income Tax Act (the “Unbundling”), and the separate listing of the issued shares of
Master Plastics on the AltX (the “Listing”), both subject to the passing of all the resolutions to
be voted upon in terms of the Schemes Circular;
- the extension to the distribution of the circular to Astrapak Shareholders (“Circular”)
announcement dated 19 January 2017;
- the extension to certain Ordinary Share Scheme Conditions and Preference Shares Conditions
Fulfilment Dates announcement dated 31 January 2017;
- the further extension to the distribution of the Circular, and certain Ordinary Share Scheme
Conditions and Preference Share Scheme Conditions Fulfilment Dates announcement dated
23 March 2017; and
- the posting of the Circular and Notices Convening the General Meeting of Astrapak Shareholders,
the Preference Share Scheme Meeting and the Ordinary Share Scheme Meeting announcement
dated 7 April 2017; and
1.2 the Circular distributed to Astrapak Shareholders on 7 April 2017.
Terms defined in the aforementioned announcements and in the Circular shall, unless otherwise stated, bear
the same meaning in this announcement.
Astrapak Shareholders are advised that, at the General Meeting of Astrapak Shareholders, the Preference
Share Scheme Meeting and the Ordinary Share Scheme Meeting held on Friday, 12 May 2017, all the
resolutions as set out in the Notice convening the General Meeting of Astrapak Shareholders (purple), the
Notice convening the Preference Share Scheme Meeting (grey) and the Notice convening the Ordinary Share
Scheme Meeting (white), respectively, were passed by the requisite majority of Astrapak Shareholders
entitled to vote, as detailed below.
2. RESULTS OF GENERAL MEETING OF ASTRAPAK SHAREHOLDERS
Special Resolution Number 1: Approval of the Repurchase of the Preference Shares in terms of
section 48 of the Companies Act
The number of Ordinary Shares and Preference Shares voted in person or by proxy was 105 293 924,
representing 85.93% of the total issued Ordinary Shares and Preference Shares in the Company.
The total number of Ordinary Shares and Preference Shares eligible for voting in terms of Special Resolution
Number 1 was 122 535 232, which excludes 14 096 018 Ordinary Shares held by the ASOS Trust and
Astrapak Gauteng.
For Against Abstained
105 283 890 10 034 27 250
99.99% 0.01% 0.02%
Special Resolution Number 2: Approval of the amendments to the ASOS Trust trust deed required
to implement the transactions contemplated in the Circular
The number of Ordinary Shares voted in person or by proxy was 104 459 722, representing 86.30% of the
total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of Special Resolution Number 2 was
121 035 232, which excludes 14 096 018 Ordinary Shares held by the ASOS Trust and Astrapak Gauteng.
For Against Abstained
104 459 722 0.00 27 144
100.00% 0.00% 0.02%
Ordinary Resolution Number 1: Approval of the entry into all and any agreements pursuant to
section 75(7)(b)(i) of the Companies Act, to the extent required
The number of Ordinary Shares voted in person or by proxy was 104 459 722, representing 86.30% of the
total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of Special Resolution Number 1 was
121 035 232, which excludes 14 096 018 Ordinary Shares held by the ASOS Trust and Astrapak Gauteng.
For Against Abstained
104 459 722 0.00 27 144
100.00% 0.00% 0.02%
3. RESULTS OF THE PREFERENCE SHARE SCHEME MEETING
Special Resolution: Approval of the Preference Share Scheme in accordance with the requirements
of sections 114 and 115 of the Companies Act
The number of Preference Scheme Shares voted in person or by proxy was 701 711, representing 46.78%
of the total issued Preference Shares in the Company.
The total number of Preference Scheme Shares eligible for voting in terms of the Special Resolution was
1 500 000 Preference Scheme Shares.
For Against Abstained
691 711 10 000 0.00
98.57% 1.43% 0.00%
Ordinary Resolution: Authority granted to directors to take all actions necessary to implement the
Special Resolution: Approval of the Preference Share Scheme in accordance with the requirements
of sections 114 and 115 of the Companies Act
The number of Preference Scheme Shares voted in person or by proxy was 701 711, representing 46.78%
of the total issued Preference Shares in the Company.
For Against Abstained
691 711 10 000 0.00
98.57% 1.43% 0.00%
4. RESULTS OF THE ORDINARY SHARE SCHEME MEETING
Special Resolution: Approval of the Ordinary Share Scheme in accordance with the requirements
of sections 114 and 115 of the Companies Act
The number of Ordinary Scheme Shares voted in person or by proxy was 112 205 578, representing
92.70% of the total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of the Special Resolution was 121 035 232
(being the Ordinary Scheme Shares), which excludes 14 096 018 Ordinary Shares held by the ASOS Trust
and Astrapak Gauteng.
For Against Abstained
112 205 578 0.00 21 850
100.00% 0.00% 0.02%
Ordinary Resolution: Authority granted to directors to take all actions necessary to implement the
Special Resolution: Approval of the Ordinary Share Scheme in accordance with the requirements
of sections 114 and 115 of the Companies Act
The number of Ordinary Shares voted in person or by proxy was 112 205 578, representing 92.70% of the
total issued Ordinary Shares in the Company.
The total number of Ordinary Shares eligible for voting in terms of the Ordinary Resolution was 121 035 232
(being the Ordinary Scheme Shares), which excludes 14 096 018 Ordinary Shares held by the ASOS Trust
and Astrapak Gauteng.
For Against Abstained
112 205 578 0.00 21 850
100.00% 0.00% 0.02%
5. PANEL APPROVAL
Astrapak Shareholders are further advised that the Preference Share Scheme and the Ordinary Share
Scheme remain subject to the issue by the Takeover Regulation Panel of a compliance certificate
contemplated in section 121(b)(i) of the Companies Act (as well as the fulfilment of the conditions precedent
in paragraphs 3.2.2 and 4.2.2 of the Circular, as the case may be). Once these conditions precedent to the
Preference Share Scheme and the Ordinary Share Scheme have been fulfilled, a further announcement
regarding the relevant dates for the implementation of the Preference Share Scheme and the Ordinary Share
Scheme will be made.
Johannesburg
12 May 2017
Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital
Legal Advisor to Astrapak
Webber Wentzel
Date: 12/05/2017 04:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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