Wrap Text
Results of General Meeting
Tongaat Hulett Limited
(Registration number 1892/000610/06)
Share code: TON
ISIN ZAE000096541
“THL” or the “Company”)
Results of General Meeting
Shareholders (“THL Shareholders”) are referred to the announcement on 7 May 2020 in respect of the
general meeting (the “General Meeting”) convened to seek THL Shareholder approval for the
resolutions required for THL to implement the disposal of its starch business, Tongaat Hulett Starch
(“THS”), as a going concern to KLL Group Proprietary Limited (“KLL Group”), a wholly-owned subsidiary
of Barloworld Limited (“the Disposal”).
1. Results of General Meeting
THL Shareholders are advised that in the General Meeting held today, 5 June 2020, all
resolutions tabled there at were passed by the requisite majority of votes exercised by THL
Shareholders.
Details of the results of voting at the General Meeting are as follows:
- Total number of THL ordinary shares in issue on the date of the General Meeting:
135,112,506
- Total number of issued ordinary shares voted in the General Meeting: 110,145,959 (which
represents 81.52% of the Company’s total issued ordinary shares).
Abstentions
Voted for Voted against
(% of total shares in
Resolutions (% of shares voted) (% of shares voted) issue)
Special Resolution Number 1: 110,084,763 12,249 48,947
Approval of the Disposal,
pursuant to sections 112 and (99.99%) (0.01%) (0.04%)
115 of the Companies Act
Ordinary Resolution Number 110,084,763 12,249 48,947
1: Approval of the Disposal,
as required by and in terms of (99.99%) (0.01%) (0.04%)
the JSE Listings Requirements
Special Resolution Number 2: 110,061,090 11,899 72,926
Revocation of resolution in
certain circumstances (99.99%) (0.01%) (0.05%)
Ordinary Resolution Number 110,081,249 12,004 48,947
1: Directors’ and Company
Secretary’s Authority (99.99%) (0.01%) (0.04%)
2. Suspensive Conditions
The Disposal remains subject to the fulfilment, or waiver (to the extent permissible), of certain
suspensive conditions contained in the sale and purchase agreement including, inter alia, the
following:
2.1 the relevant competition authorities approving the Disposal either: (i) with conditions
attached thereto which are acceptable to both THL and KLL Group, each acting
reasonably; or (ii) without any conditions being attached thereto;
2.2 the Takeover Regulation Panel issuing a compliance certificate in relation to the Disposal
as required by section 115(1)(b), read with section 119(4)(b), of the Companies Act;
2.3 THL publishing the requisite notice of the Disposal, in terms of section 34 of the Insolvency
Act;
2.4 THL’s funders approving the Disposal, and the cession, delegation and assignment to KLL
Group of THL’s rights and obligations under the THS facilities; and
2.5 no Material Adverse Change (“MAC”) being deemed to have occurred in THS. In this
regard THL Shareholders are referred to the paragraph below.
3. Suspensive condition relating to a MAC
THL Shareholders are referred to the announcements dated 12 May 2020 and 4 June 2020,
regarding the notification from KLL Group advising the Company that KLL Group had formed a
view that a MAC has occurred.
THL remains firmly of the view that a MAC has not occurred. The matter is being referred to an
independent third party for determination.
The Company remains fully committed to the fulfilment of the suspensive conditions and the
implementation of the Disposal.
4. Responsibility statement
The board of directors of the Company, individually and collectively, accepts full responsibility
for the accuracy of the information contained in this announcement. In addition, the board of
directors of the Company certifies that to the best of its knowledge and belief, the information
contained in this announcement solely pertaining to the Company is true and, where
appropriate, does not omit anything that is likely to affect the importance of the information
contained herein, and that all reasonable enquiries to ascertain such information has been
made.
Tongaat
5 June 2020
Financial Adviser and Transaction Sponsor to Tongaat Hulett
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Adviser to Tongaat Hulett
Bowmans
Date: 05-06-2020 02:38:00
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