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Results of the Scheme Meeting
Morvest Group Limited
Previously Morvest Business Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2003/012583/06
Share Code: MOR
ISIN Code: ZAE000152567
(“Morvest” or “the Company”)
RESULTS OF THE SCHEME MEETING
Shareholders are referred to the announcement published by
Morvest on 15 May 2015, in terms of which Varachia Investment
Group Proprietary Limited (“VIG”) made an offer to acquire the
entire issued ordinary share capital of Morvest, excluding
those ordinary shares in Morvest held by concert parties of
VIG, by way of a scheme of arrangement (“Scheme”).
In addition, Morvest shareholders are referred to the
announcement published by Morvest on 9 June 2015, whereby
shareholders were advised that the Scheme Circular,
incorporating a notice convening a general meeting of
shareholders at which a special resolution would be considered
for purposes of approving the Scheme (“Scheme Meeting”) had
been distributed to shareholders.
Shareholders are hereby advised that the Scheme Meeting was
held today, 8 July 2015 at Morvest’s offices at 188, 14th
Road, Noordwyk, Midrand, Gauteng, and that the special
resolution was passed by the requisite majority of Morvest
shareholders. The implementation of the Scheme remains subject
to the fulfilment (or waiver, where applicable) of all the
outstanding Scheme Conditions and the terms envisaged in the
Scheme Circular other than the approval of the Scheme by the
Competition Authorities, which approval has been granted
unconditionally.
The detailed voting results of the Scheme Meeting are set out
below:
Percentage
FOR (Being Percentage
the Percentage ABSTAINED
percentage AGAINST (Being the
of the (Being the percentage
Number total percentage of the
of Number shares of the total
shares of voted) total shares
entitled shares shares entitled
Resolution to vote voted voted) to vote)
Special 548 657 403 317 89.44% 10.65% 0%
resolution: 972 531
Approval of
the Scheme
Note – The voting rights exercisable by Scheme Concert Parties
were not taken into account for any purposes in respect of the
resolution listed above.
IMPORTANT DATES AND TIMES
Shareholders are referred to the important dates and times set
out in the announcement released by Morvest on 9 June 2015 and
in the Scheme Circular (which is available on Morvest’s
website at www.morvest.co.za), which set out the remaining
important dates and times relating to the Scheme.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The independent board of Morvest established to consider the
Scheme accepts responsibility for the information contained in
this announcement and, to the best of its knowledge and
belief, confirms that the information is true and this
announcement does not omit anything likely to affect the
importance of the information included.
Johannesburg
8 July 2015
Transaction advisor and sponsor - PSG Capital Proprietary
Limited
Legal Advisor to Morvest - Mervyn Taback Incorporated
Independent Expert - BDO Corporate Finance Proprietary Limited
Date: 08/07/2015 01:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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