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Results of General Meeting and Update on the Disposal of ELB Australia
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)
RESULTS OF GENERAL MEETING AND UPDATE ON THE DISPOSAL OF ELB AUSTRALIA
1. Introduction
1.1 Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the circular dated 23 April 2020 (“Circular”), which was made
available on the Company’s website: www.elb.co.za/investor-relations-2/.
1.2 Shareholders are referred to the Terms Announcement released on SENS on 28 February 2020 and
the Circular regarding inter alia the Disposal of ELB Australia, collapse of the Employee Share
Scheme and amendments to share capital actions.
2. Results of the General Meeting
2.1 The ELB Board is pleased to announce that, pursuant to the General Meeting held on 25 May 2020,
all the resolutions as contained in the notice of General Meeting which formed part of the Circular,
were passed by the requisite majority of ELB Shareholders entitled to vote thereat. The results of the
General Meeting are set out in paragraph 2.2 below:
2.1.1 The total number of ELB Shares in issue as at the date of the General Meeting was 32 502 894
which includes treasury shares amounting to 4 044 352;
2.1.2 The total number of ELB Shares that were present in person/represented by proxy and entitled to
vote on Special Resolution Number 1, 2, 3 and Ordinary Resolution Number 6 at the General
Meeting was 21 092 938, being 64.90% of the total number of ELB Shares in issue (including
treasury shares);
2.1.3 The total number of ELB Shares that were present in person/represented by proxy and entitled to
vote on Special Resolution Number 4, 5, 6, 7 and Ordinary Resolution Number 1, 2, 3, 4, 5 at the
General Meeting was 17 313 883, being 60.84% of the total number of ELB Shares in issue
(excluding treasury shares); and
2.1.4 Abstentions are represented below as a percentage (rounded down to two decimal points) of total
number of ELB Shares in issue while the ELB Shares voted for and against are represented as a
percentage of the total ELB Shares voted in person or by proxy at the General Meeting (less
treasury shares).
2.2 The result of the resolutions proposed at the General Meeting are set out below:
Resolution Total number % of votes % of votes % of ELB
of ELB Shares for the against the Shares
voted resolution resolution abstained
(excluding
abstentions)
Special Resolution Number 1 – 21 092 766 98.66% 1.34% 0.00%
Conversion of Authorised and Issued
Share Capital of par value shares to no
par value shares
Special Resolution Number 2 – 21 092 838 90.56% 9.44% 0.00%
Increase in Authorised Share Capital
Special Resolution Number 3 – 21 052 766 91.32% 8.68% 0.12%
Amendments to the MOI
Special Resolution Number 4 – 17 313 783 86.66% 13.34% 0.00%
Specific Repurchase of Employee
Scheme Shares
Special Resolution Number 5 –Specific 17 313 783 86.66% 13.34% 0.00%
Repurchase of more than 5% -
Employee Scheme Shares
Special Resolution Number 6 – 17 313 711 86.66% 13.34% 0.00%
Repurchase of Excess Trust Shares
Special Resolution Number 7 – 17 313 711 86.66% 13.34% 0.00%
Repurchase of more than 5% -
Integrated Series of Repurchase
Transactions
Ordinary Resolution Number 1 – 17 313 783 99.31% 0.69% 0.00%
Disposal of ELB Australia
Ordinary Resolution Number 2 – 17 313 711 86.78% 13.22% 0.00%
Amendment to Employee Scheme - 1
Ordinary Resolution Number 3 – 17 313 711 86.78% 13.22% 0,00%
Amendment to Employee Scheme - 2
Ordinary Resolution Number 4 – 17 313 711 86.07% 13.93% 0.00%
Placing unissued shares and general
issue of shares for cash
Ordinary Resolution Number 5 – 17 313 711 86.07% 13.93% 0.00%
General authority to issue shares for
cash
Ordinary Resolution Number 6 – 21 092 838 99.25% 0.75% 0.00%
Authorisation of directors
3. Conditions Precedent
3.1 Shareholders are advised that a number of conditions precedent in respect of the Disposal remain
outstanding. While these conditions are largely administrative in nature, it should be noted that the
Purchaser has not yet agreed new dealership agreements with the two principal suppliers of ELB
Australia which are material conditions to be fulfilled. At this stage the Company is confident
agreement will be reached and expect that the Disposal will complete by 30 June 2020.
3.2 ELB confirms that it will seek a compliance certificate from the TRP after which all the conditions
precedent in respect of the Employee Scheme Transaction as set out in paragraph 3.4.1 of the
Circular will have been fulfilled.
3.3 ELB further confirms that the amended MOI together with the special resolutions passed at the
General Meeting will be submitted for registration with CIPC.
By order of the ELB Board
Johannesburg
25 May 2020
Corporate Advisor
Apex Partners Holdings Proprietary Limited
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 25-05-2020 05:26:00
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