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Results of general meeting
EXTRACT GROUP LIMITED
(previously Eqstra Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/011672/06)
JSE share code: EXG ISIN: ZAE000223202
(“eXtract”)
RESULTS OF GENERAL MEETING
Shareholders are referred to the announcement released on SENS on 11 July 2017, wherein shareholders were advised
that eXtract had posted revised listing particulars and a circular, together with a notice convening a general meeting, to
shareholders relating to:
- the restructure and recapitalisation of eXtract (the “restructure”);
- the approval of a waiver in terms of Regulation 86(4) of the Takeover Regulations requiring enX Group
Limited to make a mandatory offer to the remaining eXtract shareholders (the “waiver”);
- the authorisation to increase the authorised but unissued shares of eXtract (the “authorised share increase”);
- the consolidation of eXtract’s shares in the ratio of 200 to 1 (the “consolidation”); and
- the disposal by eXtract of the excess assets over a period of 24 months to third parties (the “excess asset
disposal”).
Shareholders are advised that at the general meeting of eXtract shareholders, held on Thursday, 10 August 2017, all of
the resolutions tabled thereat were passed by the requisite majority of shareholders.
Details of the results of the general meeting are as follows:
- total number of eXtract shares in respect of which the votes could be taken into consideration for voting
purposes in respect of:
- Ordinary resolution 1, ordinary resolution 2 and ordinary resolution 7: 401 033 676
- Ordinary resolution numbers 3 – 6 and 8 and special resolution numbers 1 - 5: 506 902 997;
- total number of eXtract shares that were present/represented at the general meeting in respect of:
- Ordinary resolution 1, ordinary resolution 2 and ordinary resolution 7: 224 710 060 being 44.33% of the
total number of eXtract shares in issue;
- Ordinary resolution numbers 3 – 6 and 8 and special resolution numbers 1 – 5: 330 579 381 being
65.22% of the total number of eXtract shares in issue.
Ordinary resolution 1 – approval of a related party transaction and as a category 1 transaction – MCC designated
shares
Shares voted* For Against Abstentions^
223 589 598 223 504 598, being 99.96% 85 000, being 0.04% 1 120 462, being 0.22%
Ordinary resolution 2 – approval of a related party transaction and as a category 1 transaction – eXtract consideration
shares
Shares voted* For Against Abstentions^
223 589 598 223 504 598, being 99.96% 85 000, being 0.04% 1 120 462, being 0.22%
Ordinary resolution 3 – approval of the disposal by MCC to Tharisa of the Tharisa assets as a category 1 transaction
Shares voted* For Against Abstentions^
329 458 919 329 413 919, being 99.99% 45 000, being 0.01% 1 120 462, being 0.22%
Ordinary resolution 4 – approval of the disposal by MCC to Sandton Plant of the MCC properties as a category 1
Transaction
Shares voted* For Against Abstentions^
329 458 919 329 407 698, being 99.98% 51 221, being 0.02% 1 120 462, being 0.22%
Ordinary resolution 5 – approval of the disposal by eXtract and/or MCC of the excess assets as a category 1
transaction
Shares voted* For Against Abstentions^
329 458 919 329 413 919, being 99.99% 45 000, being 0.01% 1 120 462, being 0.22%
Ordinary resolution 6 – placing control of the authorised but unissued eXtract shares in the hands of the eXtract board
solely for the issue of the eXtract consideration shares
Shares voted* For Against Abstentions^
329 458 919 329 336 258, being 99.96% 122 661, being 0.04% 1 120 462, being 0.22%
Ordinary resolution 7 – waiver of mandatory offer
Shares voted* For Against Abstentions^
223 589 598 223 466 937, being 99.95% 122 661, being 0.05% 1 120 462, being 0.22%
Ordinary resolution 8 – General authority to issue shares for cash
Shares voted* For Against Abstentions^
329 458 919 312 650 073, being 94.90% 16 808 846, being 5.10% 1 120 462, being 0.22%
Special resolution 1 – increase in the number of authorised but unissued eXtract shares
Shares voted* For Against Abstentions^
329 458 919 329 334 758, being 99.96% 124 161, being 0.04% 1 120 462, being 0.22%
Special resolution 2 – amendment of the MOI
Shares voted* For Against Abstentions^
329 458 919 329 334 758, being 99.96% 124 161, being 0.04% 1 120 462, being 0.22%
Special resolution 3 – authorisation for the issue of 30% or more of eXtract shares for the purposes of implementing
the restructure
Shares voted* For Against Abstentions^
329 458 919 329 334 039, being 99.96% 124 880, being 0.04% 1 120 462, being 0.22%
Special resolution 4 – consolidation of shares
Shares voted* For Against Abstentions^
329 458 919 329 334 758, being 99.96% 124 161, being 0.04% 1 120 462, being 0.22%
Special resolution 5 – share repurchases
Shares voted* For Against Abstentions^
329 458 919 329 413 919, being 99.99% 45 000, being 0.01% 1 120 462, being 0.22%
* shares excluding abstentions
^ in relation to the total number of shares in issue
The restructure remains conditional upon:
- the approval of the restructure by the South African Competition Authorities;
- TRP approval;
- the majority of lenders consenting in writing to the restructure;
- the signature of an intra-day bridge loan agreement with a third-party bank to enable MCC Contracts
Proprietary Limited (“MCC”) to voluntarily redeem the MCC preference shares in cash;
- the agreements between eXtract, its lenders, MCC, enX and Eqstra Corporation Limited being amended to
capture the terms of a repayment waterfall in respect of the cash to be received by eXtract and MCC from the
disposal of excess assets; and
- the South African Revenue Service furnishing a binding advanced tax ruling in respect of the tax effect and
consequences of the restructure, which is not adverse to the parties to the restructure.
Special resolutions number 1, 2, 4 and 5 relating to the authorised share increase and consolidation have been lodged
with the Companies and Intellectual Property Commission (“CIPC”) for filing.
It should further be noted that the resolution for the waiver has been passed by the requisite majority of shareholders,
in accordance with the provisions of Regulation 86(4) of the Regulations to the Companies Act, 2008. eXtract will
accordingly make an application to the TRP for an exemption from the obligation of enX to make a mandatory offer.
A further announcement in respect of the restructure, waiver, authorised share increase and consolidation will be
released on SENS in due course.
Shareholders are advised that all conditions precedent to the excess asset disposal have been fulfilled and eXtract will
now commence disposing of its excess assets. The Tharisa transaction, which forms part of the excess asset disposal,
is still subject to the fulfilment of certain conditions precedent and a further announcement will be released on SENS
in due course.
11 August 2017
Corporate advisor and sponsor
Java Capital
Date: 11/08/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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