GAIA INFRASTRUCTURE CAPITAL LIMITED - Section 60 results announcement and fulfilment of all conditions precedent to Noblesfontein Wind Farm acquisition

Section 60 results announcement and fulfilment of all conditions precedent to Noblesfontein Wind Farm acquisition

GAIA INFRASTRUCTURE CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/115237/06)
(Share Code: GAI ISIN ZAE000210555)
("GAIA" or the "Company")


RESULTS OF THE NOTICE OF WRITTEN SHAREHOLDER RESOLUTIONS PASSED IN TERMS OF SECTION 60 OF THE
COMPANIES ACT AND FULFILMENT OF ALL CONDITIONS PRECEDENT TO THE ACQUISITION OF AN EFFECTIVE
ECONOMIC INTEREST IN NOBLESFONTEIN WIND FARM

1      Introduction

1.1    GAIA shareholders ("Shareholders") are referred to:

       1.1.1 the announcement by GAIA dated 19 September 2017 wherein Shareholders were notified of the resolutions to
             be considered and voted on in writing by the Shareholders in terms of section 60 of the Companies Act, in
             connection with the provision of financial assistance by GAIA in terms of section 44 of the Companies Act (the
             "Resolutions");

       1.1.2 the notice of the Resolutions which was posted to Shareholders on Tuesday, 19 September 2017 (the "Notice");
             and

       1.1.3 the announcement by GAIA dated 19 September 2017 wherein Shareholders were notified of the acquisition of
             an effective economic interest in Coria (PKF) Investments 28 (RF) Proprietary Limited ("Noblesfontein Wind
             Farm") by way of the Noblesfontein Transaction and SARGE Transaction (both as more fully detailed in the 19
             September 2017 announcement) ("collectively the Transactions).

1.2    Shareholders were entitled to exercise their votes in respect of the Resolutions for a period of 20 (twenty) business days
       after the Resolutions were proposed. Shareholders are however advised that, as at the date of this announcement, the
       percentage of voting rights required to adopt the respective Resolutions, being 75%, have been exercised by
       Shareholders in favour of the Resolutions, and the Resolutions have been passed.

2      Fulfilment of conditions precedent to the Transactions

The board of directors of GAIA wish to advise Shareholders that all of the conditions precedent relating to the Transactions
have now been fulfilled and the closing processes have been implemented. The effective date of the Transactions was 20
September 2017.


Johannesburg

26 September 2017

Financial Advisor and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal Advisor to GAIA
Cliffe Dekker Hofmeyr




                                                                                                                           1 of 1

Date: 26/09/2017 03:43:00 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.