INTERWASTE HOLDINGS LIMITED - Results of the scheme meeting of Interwaste Shareholders

Results of the scheme meeting of Interwaste Shareholders

INTERWASTE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/037223/06)
Share code: IWE
ISIN: ZAE000097903
("Interwaste")


RESULTS OF THE SCHEME MEETING OF INTERWASTE SHAREHOLDERS




1     INTRODUCTION
      Unless otherwise indicated, capitalised words and terms contained in this announcement shall
      bear the same meanings ascribed thereto in the circular dated 5 December 2018 ("Circular").

      Shareholders are referred to:

1.1          the joint announcement of a firm intention by Séché Environnement S.A. and Séché
             South Africa Proprietary Limited ("Offerors") released on SENS on 2 November 2018
             and published in the press on 5 November 2018 to make an offer to acquire all the
             Interwaste Shares (other than certain Excluded Shares);

1.2          the announcement by Interwaste regarding posting of the Circular and the Notice
             convening the Scheme Meeting, dated 5 December 2018; and

1.3          the Circular.

      The Interwaste Board is pleased to announce that, pursuant to the Scheme Meeting held on
      Wednesday, 9 January 2019, all the resolutions as set out in the Notice convening the Scheme
      Meeting were passed by the requisite majority of Shareholders entitled to vote, as detailed
      below.

2     RESULTS OF SCHEME MEETING

      Shareholders are advised that:

      -     the total number of Interwaste Shares in issue as at the date of the Scheme Meeting was
            469 092 877 (including 41 098 610 Treasury Shares);

      -     the total number of Interwaste Shares that were present in person/represented by proxy
            and entitled to vote at the Scheme Meeting on Special Resolution 1 (i.e. excluding
            Treasury Shares) was 355 650 427, being 83.10% of the total number of Interwaste
            Shares in issue (excluding Treasury Shares); and

      -     abstentions are represented below as a percentage of total number of Interwaste Shares
            in issue while the Interwaste Shares voted for and against are represented as a
            percentage of the total Interwaste Shares voted.

      The resolutions proposed at the Scheme Meeting, the number of Interwaste Shares voted in
      person and by proxy, together with the percentage of Interwaste Shares abstained, as well as
      the percentage of votes carried for and against each resolution, are set out below:
                                               Total         % of             % of         % of
                                               number of     votes            votes        Interwaste
                                               Interwaste    carried          against      Shares
                                               Shares        for the          the          abstained
          Resolution                           voted         resolution       resolution
                                                                                              


        Special Resolution Number 1:
                                              355 646
        Approval of the Interwaste                          99.99%        0.01%         0.00%
                                                427
        Scheme and related transactions
        Ordinary Resolution Number 1:
        Amendments to the Interwaste          355 646
                                                           100.00%        0.00%          0.00%
        LTIP arising from the Interwaste        427
        Scheme


3     SCHEME CONDITIONS
      Subject to section 115(2)(a) of the Companies Act not becoming applicable, the passing of the
      above resolutions fulfils the Scheme Condition set out in paragraph 5.3.1.1 of the Circular.

      No Shareholders have exercised their Appraisal Rights. Accordingly, the Scheme Condition
      set out in paragraph 5.3.1.2 of the Circular has been fulfilled.

      The Interwaste Scheme remains subject to the remaining Scheme Conditions as set out in the
      Circular. Once these remaining Scheme Conditions have been fulfilled or waived (and subject
      to such occurring), a further announcement regarding the relevant dates for the
      implementation of the Interwaste Scheme will be made.



Johannesburg
9 January 2019



Legal Advisors to the Offerors
Cliffe Dekker Hofmeyr Incorporated

Legal Advisors to Interwaste
Webber Wentzel

Financial Advisors to Interwaste
PSG Capital Proprietary Limited

Sponsors
Grindrod Bank Limited

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Transfer Secretaries to Interwaste
Computershare Investor Services Proprietary Limited

Date: 09/01/2019 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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