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Results of General Meeting Convened to Consider the Scheme of Arrangement and Finalisation Announcement
CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Preference share code: CULP ISIN: ZAE000001947
("the company")
RESULTS OF GENERAL MEETING CONVENED
TO CONSIDER THE SCHEME OF ARRANGEMENT
("the Scheme Meeting") AND FINALISATION
ANNOUNCEMENT
The Preference Shareholders are advised that all the resolutions contained in the notice
convening the Scheme Meeting were approved by the requisite majorities of shareholders
present in person or represented by proxy at the Scheme Meeting of the company held on
Friday, 25 January 2019.
Details of the resolutions and the voting are contained in the table below. The issued
Preference Share capital of the company is 500 000 Preference Shares, all of which were
entitled to vote at the Scheme Meeting.
Total
number of
votes cast:
(% of share Votes in Votes Abstentions:
capital favour: against: (% of issued
entitled to (% of total (% of total share
Resolution proposed vote) votes cast) votes cast) capital)
Special resolution 1:
To approve the Scheme 410 128 (82.03%) 410 128 (100%) - -
Ordinary resolution 1:
To authorise any
director or the
company secretary to
sign documentation
to give effect to
implementation of
the Scheme and
the de-listing of
the company 410 128 (82.03%) 410 128 (100%) - -
The Preference Shareholders are further advised that no Preference Shareholders
exercised their rights in terms of sections 115 or 164 of the Companies Act,
2008 and that all conditions precedent as detailed in the Scheme Circular have
been fulfilled.
The Scheme will therefore be implemented in accordance with its terms and
conditions and will proceed according to the following salient dates and times:
2019
Scheme LDT, being the last day to trade Preference
Shares on the JSE in order to be recorded in the Register
to receive the Scheme Consideration, by close of
business on Tuesday, 5 February
Suspension of listing of Preference Shares on the JSE
expected to take place at the commencement of trade on Wednesday, 6 February
Scheme Consideration Record Date, being the date
on which Scheme Participants must be recorded in the
Register to receive the Scheme Consideration, by close
of trade on Friday, 8 February
Operative Date of the Scheme Monday, 11 February
Payment and delivery of Scheme Consideration Monday, 11 February
Termination of listing of Preference Shares at
commencement of trade on the JSE Tuesday, 12 February
To the extent that the distribution of the Scheme Consideration in certain jurisdictions
outside of South Africa may be restricted or prohibited by the laws of such foreign
jurisdiction then this announcement is deemed to have been provided for information
purposes only and the Cullinan Board accepts no responsibility for any failure by Scheme
Participants to inform themselves about, and to observe, any applicable legal requirements
in any relevant foreign jurisdiction.
Scheme Participants who are in doubt as to their position should consult their
professional advisors.
By order of the board
Johannesburg
29 January 2019
Independent expert
Sponsor Auditor Attorney to Cullinan
Arbor Capital Mazars Fluxmans Moore Stephens
Attorneys
Date: 29/01/2019 02:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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