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Results of extraordinary general meeting
EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(“EPP” or “the Company”)
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there
be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption
from the registration or qualification requirements under the securities laws of such jurisdiction.
With respect to any Member State of the European Economic Area or the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant State. As a result, securities may only be offered in Relevant States: (i)
to any legal entity which is a “qualified investor” as defined in Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the “Prospectus Regulation”); or (ii) in any other circumstances
falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of securities shall result in a
requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person
who initially acquires securities or to whom any offer is made will be deemed to have represented, warranted and
agreed that it is a “qualified investor” within the meaning of the Prospectus Regulation. For these purposes, the
expression “Prospectus Regulation” includes Regulation (EU) 2017/1129 as it forms part of United Kingdom
domestic law by virtue of the EUWA.
This announcement contains information as defined in Article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the
Market Abuse Regulation).
RESULTS OF EXTRAORDINARY GENERAL MEETING
Shareholders are referred to the previous announcements released on SENS (the last of which was released on 18 January
2022) and to the circular issued to shareholders dated 17 December 2021 (the “circular”) relating to, inter alia, (i) the
proposed the termination of listing of EPP from the main board of the JSE and the official list of the LuxSE and the approval
of a delisting resolution in terms of paragraph 1.15(a) of the JSE Listings Requirements (the “delisting”), (ii) a general
offer by Redefine Properties Limited (“Redefine”) to, subject to conditions, acquire all EPP shares that it does not already
own (other than those held by I Group Consolidated Holdings Proprietary Limited and its subsidiaries (collectively “I
Group”) and any EPP shareholders who are unable to accept the Redefine offer) in exchange for Redefine shares at a swap
ratio of 2.70 Redefine shares per EPP share acquired, and (iii) the specific repurchase of 74 993 917 EPP shares held by the
I Group in exchange for shares in EPP Community Properties.
Shareholders are advised that, at the extraordinary general meeting of shareholders held on Friday, 21 January 2022, all of
the resolutions tabled thereat were passed by the requisite majority of EPP shareholders and accordingly the delisting and
associated transactions will, subject to the fulfilment or (where appropriate) waiver of outstanding conditions, be
implemented on the basis detailed in the circular.
Shareholders are advised that, at the general meeting of Redefine shareholders held on 20 January 2022, Redefine
shareholders approved the requisite resolution placing additional Redefine shares under the control of the Redefine board,
sufficient to enable Redefine to discharge the offer consideration due to any EPP shareholder that accepts the Redefine
offer.
Shareholders will be informed as to the status of fulfilment of the outstanding conditions to the delisting and the Redefine
offer in due course.
Details of the results of voting at the extraordinary general meeting were as follows:
- total number of EPP shares in issue as at the date of the extraordinary general meeting: 907 946 793;
- total number of EPP shares that could have been voted at the extraordinary general meeting for agenda item 2:
420 384 091
- total number of EPP shares that could have been voted at the extraordinary general meeting for agenda item 5:
832 952 876
- total number of EPP shares that were present/represented at the extraordinary general meeting: 851 216 860 being
93.75% of the total number of EPP shares in issue.
Agenda Item 2. Approval of and authority to apply for the Company’s delisting on the JSE and the LuxSE
(including the votes of Redefine and I Group)
Shares voted@ For Against Abstentions^#
730 344 211, being 80.44% 639 371 964, being 87.54% 90 972 247, being 12.46% 120 872 649, being 13.31%
Agenda Item 2. Approval of and authority to apply for the Company’s delisting on the JSE and the LuxSE
(excluding the votes of Redefine and I Group)
Shares voted* For Against Abstentions^
363 212 610, being 40.00% 272 240 363, being 74.95% 90 972 247, being 25.05% 441 548, being 0.11%
Agenda Item 3. Granting of discharge to resigning members of the board of directors of the Company, subject only to
delisting
Shares voted* For Against Abstentions^
850 775 312, being 93.70% 751 089 507, being 88.28% 99 685 805, being 11.72% 441 548, being 0.05%
Agenda Item 4. Conditional proposal to amend the articles of association of the Company and authorisation of each
member of the board of directors of the Company and each employee of Loyens & Loeff N.V. to execute the Deed of
Amendment (to adopt the new articles of association)
Shares voted* For Against Abstentions^
850 775 312, being 93.70% 760 152 626, being 89.35% 90 622 686, being 10.65% 441 548, being 0.05%
Agenda Item 5. Authorisation of the board of directors of the Company to acquire EPP shares, including in terms of the
I Group repurchase (including the votes of I Group)
Shares voted& For Against Abstentions^
850 599 685, being 93.68% 704 070 439, being 82.77% 146 529 246, being 17.23% 617 175, being 0.07%
Agenda Item 5. Authorisation of the board of directors of the Company to acquire EPP shares, including in terms of the
I Group repurchase (excluding the votes of I Group)
Shares voted* For Against Abstentions^
775 605 768, being 85.42% 629 076 522, being 81.11% 146 529 246, being 18.89% 617 175, being 0.07%
Agenda Item 6. Conditional cancellation of EPP shares following the I Group repurchase
Shares voted* For Against Abstentions^
850 775 312, being 93.70% 704 246 066, being 82.78% 146 529 246, being 17.22% 441 548, being 0.05%
Agenda Item 7. Approval and authority to conclude and implement the delisting and related transactions
Shares voted* For Against Abstentions^
850 775 312, being 93.70% 760 152 626, being 89.35% 90 622 686, being 10.65% 441 548, being 0.05%
@ shares voted (including the shares held by Redefine and I Group and excluding abstentions) in relation to the total
shares in issue
^ in relation to total shares is issue
# Shareholders are referred to the announcement released on SENS and on the LuxSE on 10 June 2019 in which they
were advised that a voting limitation deed, restricting the voting rights exercised by Redefine to 40% of the aggregate
votes exercised either in favour of or against any resolution, with excess votes exercised by Redefine being reflected
as abstentions in relation to the resolution being voted on. Shareholders are also referred to the SENS announcement
on 3 January 2022 in which they were advised that the voting limitation deed terminates with immediate effect from
the moment that the resolution under agenda item 2 of the agenda is approved
* shares voted (excluding abstentions) in relation to total shares in issue
& shares voted (including the shares held by I Group and excluding abstentions) in relation to the total shares in issue
21 January 2022
JSE sponsor and corporate advisor
Java Capital
Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg
For more information:
Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com
Java Capital, JSE Sponsor
Phone: +27 11 722 3050
Harney Westwood & Riegels SARL, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02
Singular Systems IR
Mackey
+27 (0)10 003 0700
michele@singular.co.za
Date: 21-01-2022 03:00:00
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