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SANDOWN CAPITAL LIMITED - Posting of revised notice of annual general meeting, circular and notice of general meeting

Release Date: 16/10/2018 09:00
Code(s): SDC     PDF:  
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Posting of revised notice of annual general meeting, circular and notice of general meeting

SANDOWN CAPITAL LIMITED
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: SDC ISIN: ZAE000249645
("Sandown Capital" or "the Company")


POSTING OF REVISED NOTICE OF ANNUAL GENERAL MEETING, CIRCULAR AND NOTICE OF GENERAL MEETING


Shareholders are referred to previous SENS announcements, the last of which was released on Wednesday,
19 September 2018, and are advised that Sandown Capital will, on Tuesday, 16 October 2018, post the following
documents to shareholders:

1.   the revised notice of Annual General Meeting ("revised notice of AGM"); and

2.   a circular, including the notice of general meeting of shareholders, relating to:

     - the proposed change of name;

     - the proposed change to the Company's investment policy; and

     - a termination agreement entered into between the Company, Sandown Capital International Limited
       ("Sandown International") and Sandown Management Limited ("Sandown Management") on Monday,
       17 September 2018, in terms of which the parties agreed, subject to obtaining the requisite shareholder
       approval, to amend the termination fee payable in terms of an existing management agreement and to the
       consensual termination of the existing management agreement in consideration for payment by Sandown
       International of R63 million to Sandown Management (the "transaction").

ANNUAL GENERAL MEETING

The Annual General Meeting (the "AGM") of the Company will be held at 09:30 on Thursday, 15 November 2018 in
the main boardroom, 4th floor, 6A Sandown Valley Crescent, Sandown, Sandton for the purposes of considering and,
if deemed fit, passing, with or without modification, the resolutions set out in the revised notice of AGM and to deal
with such other business as may lawfully be dealt with at the meeting, which meeting is to be participated in and voted
at by shareholders registered as such as at Friday, 9 November 2018, being the record date to participate in and vote at
the AGM in terms of section 62(3)(a), read with section 59(1)(b), of the Companies Act, No 71 of 2008. The last day
to trade, participate in and vote at the AGM is therefore Tuesday, 6 November 2018.

The revised notice of AGM is available in electronic format on the Company's website at
http://www.sandowncapital.com/Content/CorporateGovernance.

CIRCULAR AND NOTICE OF GENERAL MEETING

A general meeting of shareholders will be held at 11:30 on Thursday, 15 November 2018 in the main boardroom, 4th
floor, 6A Sandown Valley Crescent, Sandown, Sandton, for the purposes of considering and, if deemed fit, passing,
with or without modification, the resolutions necessary to approve and implement the change of name, change to the
Company's investment policy and the transaction (the "general meeting").

The circular, including the notice of general meeting, is available in electronic format on the Company's website at
http://www.sandowncapital.com/News/Article/11.
The salient dates and times relating to the change of name, revised investment policy and the transaction are as set out
below:

                                                                                                                2018
Record date for receipt of circular                                                                Friday, 5 October

Circular posted on                                                                               Tuesday, 16 October

Announcement of posting of circular and notice on SENS                                           Tuesday, 16 October

Announcement of posting of circular and notice in the press                                    Wednesday, 17 October

Last day to trade in order to be eligible to vote at the general meeting                         Tuesday, 6 November

Record date in order to be eligible to vote at the general meeting                                Friday, 9 November

Last day to lodge forms of proxy in respect of the general meeting at 11:30 (for
administrative purposes)                                                                        Tuesday, 13 November

General meeting at 11:30 on                                                                    Thursday, 15 November

Results of the general meeting published on SENS on                                              Friday, 16 November

Results of the general meeting published in the press on                                         Monday, 19 November

Resolution in respect of the change of name expected to be submitted to the
CIPC by no later than                                                                            Monday, 19 November

Resolution in respect of the change of name expected to be registered by the
CIPC by no later than                                                                          Thursday, 29 November

Expected publication of finalisation announcement relating to the change of
name on SENS                                                                                     Friday, 30 November

Expected last day to trade on the JSE prior to the change of name being effected                Tuesday, 11 December

Expected listing and trading in new name of "Zarclear Holdings Limited" on the
JSE under the abbreviated name "Zarclear", JSE share code ZCL and ISIN:
ZAE000262820 commences on                                                                     Wednesday, 12 December

Expected record date in respect of change of name                                                Friday, 14 December

CSDP and broker accounts of dematerialised shareholders updated on                              Tuesday, 18 December

Expected date of issue of new replacement share certificates, provided that the
old share certificates have been lodged with the transfer secretaries by 12:00 on
Friday, 14 December 2018, on or about (share certificates received after this
time will be posted within 5 business days of receipt)                                          Tuesday, 18 December
     Notes:
     1.     All dates and times in this circular are local times in South Africa. The above dates and times are subject to change.
            Any changes will be released on SENS.
     2.     Share certificates in the name of "Sandown Capital Limited" may not be dematerialised or rematerialised after
            Tuesday, 11 December 2018.
     3.     Shareholders are reminded that shares in companies listed on the JSE can no longer be bought or sold on the JSE
            unless they have been dematerialised onto the Strate system. It is therefore suggested that Sandown Capital
            certificated shareholders should consider dematerialising their Sandown Capital shares and replacing them with
            electronic records of ownership. In this regard, shareholders may contact either their own broker or a preferred
            CSDP, details of which are available from Strate at queries@strate.co.za or telephone +27 11 759 5300 or fax
            +27 11 759 5505.

16 October 2018


Sponsor and Corporate Advisor
Java Capital

Date: 16/10/2018 09:00:00 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
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