CONSOLIDATED INFRASTRUCTURE GROUP LIMITED - Results of extraordinary general meeting

Release Date: 29/08/2018 16:51
Code(s): CIL
 
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Results of extraordinary general meeting

Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL
ISIN: ZAE000153888
("CIG" or “the Company”)



RESULTS OF EXTRAORDINARY GENERAL MEETING
 
Unless otherwise defined, all capitalised terms have the same meaning as defined in the EGM Circular posted to CIG Shareholders on Monday, 30 July 2018.

CIG Shareholders are referred to the announcement released on SENS on 30 July 2018 wherein CIG Shareholders were advised that the EGM Circular to CIG Shareholders detailing the
Proposed Transaction, incorporating the notice of General Meeting and form of proxy had been posted.

CIG is pleased to advise that the results of the General Meeting held on Wednesday, 29 August 2018, at which all of the Transaction Resolutions tabled thereat and required to implement the
Proposed Transaction, were passed by the requisite majority of CIG Shareholders. The Board and the management team are pleased with this outcome as the proceeds of the Proposed
Transaction will materially strengthen the Company’s balance sheet and provide the headroom required for CIG to deliver on its corporate strategy and manage the business optimally.
Notwithstanding the challenging macroeconomic backdrop, CIG is excited about the prospects of its business and believes that the Proposed Transaction enables it to take advantage of the
opportunities that will drive significant value creation for CIG Shareholders.

Details of the results of the General Meeting are as follows:

-        total number of CIG Shares in respect of the votes that were taken into consideration for voting purposes in respect of:

         -        Special Resolution 1, 2, 3, 4 and Ordinary Resolution 4: 196 159 014

         -        Ordinary Resolution 1, 2 and 3: 187 369 732

-        total number of CIG Shares that were present/represented at the General Meeting: 138 716 089 (being 71% of the total number of CIG Shares that could have been voted at the
         General Meeting).




                                                 Votes cast disclosed as a percentage
                                                 in relation to the total number of CIG                                CIG Shares voted         CIG Shares abstained
                                                 Shares voted at the meeting                                             disclosed as a               disclosed as a
                                                                                                Number of        percentage in relation       percentage in relation
                                                                                               CIG Shares           to the total issued          to the total issued
Resolutions                                                For             Against                  voted             share capital (1)            share capital (1)
SPECIAL RESOLUTION NUMBER 1
Increase in authorised share capital                   100.00%               0.00%            138 139 871                        70.42%                        0.29%
SPECIAL RESOLUTION NUMBER 2
Amendment of MOI                                       100.00%               0.00%            138 163 819                        70.43%                        0.28%
SPECIAL RESOLUTION NUMBER 3
Issue of CIG Shares pursuant to the Rights
Offer                                                  100.00%               0.00%            138 139 871                        70.42%                        0.29%
SPECIAL RESOLUTION NUMBER 4
Issue of CIG Shares pursuant to the Specific
Issue                                                   95.02%               4.98%            138 139 871                        70.42%                        0.29%
ORDINARY RESOLUTION NUMBER 1
Specific authority to issue CIG Shares                  94.68%               5.32%            129 350 589                        69.03%                        0.31%
ORDINARY RESOLUTION NUMBER 2
Rights Offer Waiver Resolution (2)                     100.00%               0.00%            129 343 943                        69.03%                        0.31%
ORDINARY RESOLUTION NUMBER 3
Conversion Rights Waiver Resolution (2)                 94.69%               5.31%            129 343 943                        69.03%                        0.31%
ORDINARY RESOLUTION NUMBER 4
Directors authorised to act                            100.00%               0.00%            138 133 225                        70.42%                        0.30%
Notes:

    1.   Total issued share capital is 196 159 014, net of treasury CIG Shares.
    2.   These ordinary resolutions remain subject to the Company obtaining the necessary TRP Waiver Exemptions from the TRP after the expiry of the representation period being Thursday, 6 September 2018.



The special resolution/s will, where necessary, will be lodged for registration with the Companies and Intellectual Property Commission in due course.

CIG would like to thank its stakeholders for the continued support.

R Gamsu
Executive Director: Chief Executive Officer
Sandton
29 August 2018

Financial adviser and transaction sponsor to CIG
Rand Merchant Bank, a division of FirstRand Bank Limited

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