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ASTRAPAK LIMITED - Results of the General Meeting of Astrapak Shareholders, Preference Share Scheme and Ordinary Share Scheme Meetings

Release Date: 12/05/2017 16:59
Code(s): APK APKP     PDF:  
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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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