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Posting Of Circular And Resolution Of Shareholders In Terms Of Section 60 Of The Companies Act
GAIA INFRASTRUCTURE CAPITAL LIMITED
(Incorporate in South Africa)
(Registration number 2015/115237/06)
JSE share code: GAI ISIN: ZAE000210555
(“GAIA” or “the Company”)
POSTING OF CIRCULAR AND RESOLUTION OF SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT
1. INTRODUCTION
GAIA shareholders (“Shareholders”) are referred to the announcement released by GAIA on the Stock Exchange News Service (“SENS”)
on Thursday, 16 April 2020 (the “Internalisation Announcement”) and in the press on Friday, 17 April 2020 relating to the termination of
the existing management agreement between GAIA and GAIA Infrastructure Partners Proprietary Limited (“Existing Management
Agreement”) resulting in the internalisation of the management of GAIA's investment portfolio and assets, which transaction constitutes a
small related party transaction for GAIA in terms of the JSE Listings Requirements (the “Proposed Transaction”).
2. POSTING OF CIRCULAR AND RESOLUTION OF SHAREHOLDERS
In the Internalisation Announcement, Shareholders were advised that a circular containing full details of the Proposed Transaction, including,
inter alia, a written resolution to be submitted to Shareholders in terms of section 60 of the Companies Act, 71 of 2008, as amended
(“Companies Act”), would be sent by GAIA to Shareholders in due course. Shareholders are hereby advised that GAIA has today, Monday,
11 May 2020, posted a circular to Shareholders, containing full details of the Proposed Transaction (“the Circular”).
As outlined in the Internalisation Announcement, shareholders are hereby advised that the board of directors of the Company has resolved
to submit, pursuant to the Existing Management Agreement, a resolution to be considered and voted on in writing by Shareholders entitled
to exercise voting rights thereon as outlined in the Circular (the “Resolution”).
The Circular is available to be viewed on the Company’s website, http://gaia-ic.com. The record date for the purpose of voting on the
Resolution (being the date on which inter alia a Shareholder had to be registered in the securities register of the Company in order to vote
on the Resolution) was Friday, 24 April 2020 (“Record Date”). The capitalised terms used in this announcement, unless otherwise defined
herein, bear the meanings ascribed to them in the Circular.
Forms of Proxy (blue) attached to and forming part of the Circular is to be used only by Certificated Shareholders and Dematerialised
Shareholders with "own-name" registration, and must be received or lodged by no later than Monday, 15 June 2020, being the last business
day on which the voting form attached to the Circular may be received by the Company or the Transfer Secretaries – Computershare Investor
Services Proprietary Limited. The Form of Proxy is not to be used by Dematerialised Shareholders without "own-name" registration.
Dematerialised Shareholders without "own-name" registration must furnish their CSDP or broker with their instructions for voting in respect
of the Resolution. GAIA does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker
of any Dematerialised Shareholder to notify such Dematerialised Shareholder of the Proposed Transaction and actions required
by Shareholders set out in this Circular.
In terms of section 60 of the Companies Act, a resolution submitted to shareholders as contemplated in section 60(1) of the Companies Act
must be voted on by shareholders entitled to exercise voting rights in respect thereof within 20 business days from the date on which it is
submitted to them and will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been
adopted as an ordinary or special resolution, as the case may be, at a properly constituted shareholders’ meeting and, if adopted, has the
same force and effect as if it had been approved by voting at a shareholders’ meeting.
As outlined in the Internalisation Announcement, the Proposed Transaction must be approved by a simple majority of Shareholders in terms
of the Existing Management Agreement. Consequently, the Resolution must be supported by more than 50% of the aggregate voting rights
exercised (in writing) on the Resolution, excluding the votes of the Related Parties and their associates, by 17:00 on Monday, 15 June 2020
in order to have the same effect as if it had been approved by voting at a physical meeting of Shareholders in terms of section 60 of the
Companies Act.
3. IMPORTANT DATES AND TIMES
The salient dates and times relating to the Resolution are set out below:
2020
Record date Friday, 24 April
Circular posted to Shareholders and released on SENS on Monday, 11 May
Deemed Date, being the date on which the Circular will be deemed to have been received by
Monday, 18 May
Shareholders
Deadline for the exercise of voting rights by Shareholders on the Resolution by 17:00 Monday, 15 June
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Wednesday, 17
Latest Publication Date, being the date of publication of the results of the Resolution on SENS 3
June
Distribution of statement of results of the Resolution in terms of section 60(4) of the Companies Act by 10 business days following
no later than the Publication Date
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. 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 GAIA Certificated Shareholders should consider
dematerialising their GAIA 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.
3. Assumed the latest possible Publication Date
Johannesburg
11 May 2020
Corporate advisor
Birkett Stewart McHendrie
Sponsor
Sasfin Capital (A member of the Sasfin Group)
Legal advisor
Webber Wentzel
2
Date: 11-05-2020 09:42:00
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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.
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