MASTER PLASTICS LIMITED - Results of Scheme Meeting

Results of Scheme Meeting

MASTER PLASTICS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2016/323930/06)
Share code: MAP       ISIN: ZAE000242921
("Master Plastics")


RESULTS OF SCHEME MEETING


1.   INTRODUCTION
     Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
     same meanings ascribed thereto in the Circular, dated Wednesday, 21 November 2018 ("Circular").
     Shareholders are referred to:
     1.1    the joint announcement of a firm intention by MCGF II Partnership and MCGF II Investments to
            make an offer to acquire all the Shares of Master Plastics (other than certain excluded Shares),
            dated 7 November 2018;
     1.2    the announcement by Master Plastics regarding posting of the Circular and the Notice convening the
            Scheme Meeting, dated 21 November 2018;
     1.3    the Circular; and
     1.4    the joint announcement regarding an increase in the offer consideration payable under the Scheme
            and the revised terms of the offer by MCGF II Partnership and MCGF II Investments to acquire all
            the issued ordinary Shares of Master Plastics (other than certain excluded Shares), dated
            30 November 2018 ("Revised Offer Announcement").
     The Board is pleased to announce that, pursuant to the Scheme Meeting held on 20 December 2018, all
     the resolutions as set out in the Notice convening the Scheme Meeting (as amended pursuant to the
     Revised Offer Announcement), were passed by the requisite majority of Shareholders entitled to vote, as
     detailed below.

2.   RESULTS OF SCHEME MEETING
     The number of Shares voted in person or by proxy was 94 905 438, representing 81% of all the issued
     Shares.
     The resolutions proposed at the Scheme Meeting, together with the percentage of Shares abstained, as
     well as the percentage of votes carried for and against each resolution, are set out below:

                                                                  % of votes      % of votes           % of
                                                             carried for the     against the         Shares
      Resolution                                                  resolution      resolution      abstained

      Special Resolution Number 1: Approval of the
      Scheme in accordance with the requirements of                  100.00%           0.00%          0.00%
      sections 114 and 115 of the Companies Act 1
      
      Special Resolution Number 2: Revocation of
      Special Resolution Number 1 if the Scheme is                   100.00%           0.00%          0.02%
      terminated
         
      Ordinary Resolution Number 1: Authority granted
      to directors to take all actions necessary to
      implement the Scheme Resolution: Approval of the               100.00%           0.00%          0.00%
      Scheme in accordance with the requirements of
      sections 114 and 115 of the Companies Act
   
     1 The chairman of the Scheme Meeting noted a clarification in respect of Special Resolution Number 1 in that the
       reference to the Scheme Consideration in Special Resolution Number 1 (and the Circular) should be construed as a
       reference to the Increased Scheme Consideration (as defined in the Revised Offer Announcement).

3.   REMAINING SCHEME CONDITION
     Shareholders are further advised that the Scheme remains subject to inter alia the fulfilment of one
     outstanding Scheme Condition, namely the issue by the Takeover Regulation Panel of a compliance
     certificate contemplated in section 121(b)(i) of the Companies Act. Master Plastics did not receive any
     notices from its Shareholders in terms of section 164 of the Companies Act, objecting to the Scheme.
     Master Plastics has received the consent of Nedbank Limited to the Scheme under the Company's debt
     funding arrangements as well as approval from the Competition Authorities in terms of the Competition Act.
     Once the last remaining Scheme Condition has been fulfilled, a further announcement regarding the
     relevant dates for the implementation of the Scheme will be made.


Johannesburg
20 December 2018

Corporate Advisor and Transaction Sponsor to Master Plastics
Merchantec Capital

Legal Advisor to Master Plastics
Webber Wentzel

Financial and Corporate Advisor to the Offerors
The Standard Bank of South Africa Limited

Legal Advisor to the Offerors
Cliffe Dekker Hofmeyr Inc.

Independent Expert
Nodus Capital TS Proprietary Limited

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