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GIJIMA GROUP LIMITED - Results of General meeting

Release Date: 02/04/2015 16:30
Code(s): GIJ     PDF:  
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Results of General meeting

Gijima Group Limited
(Registration number 1998/021790/06)
Incorporated in the Republic of South Africa
Share code: GIJ ISIN: ZAE000198826
(“Gijima”)

RESULTS OF GENERAL MEETING

1.   INTRODUCTION

     The shareholders of Gijima (“Gijima Shareholders”) are referred to the firm intention
     announcement dated 17 February 2015 as well as the circular issued to Gijima
     Shareholders on 5 March 2015 (“Circular”) regarding the offer by Yebo Guma
     Investments Proprietary Limited (“Guma”) to acquire all of the remaining ordinary
     shares in Gijima, which excludes treasury shares and shares held by Guma, Guma
     Tech Proprietary Limited, Guma Tech Group Proprietary Limited, Guma Support
     Proprietary Limited, Guma Investment Holdings Proprietary Limited, and Guma ICT
     Proprietary Limited (“Guma Entities”), by way of a scheme of arrangement (“Scheme”)
     in terms of section 114 of the Companies Act 71 of 2008, as amended (“Companies
     Act”).

2.   RESULTS OF THE GENERAL MEETING

     Gijima Shareholders are advised that at the general meeting held today, 2 April 2015
     at 14h00 (“General Meeting”), both resolutions to give effect to the Scheme as set out
     in the notice convening the General Meeting incorporated in the Circular, were duly
     approved by the requisite majority of votes as follows:

     -      Total number of issued ordinary shares as at the date of the General Meeting: 59
            920 893
     -      Total number of issued ordinary shares that could have been voted at the General
            Meeting (which excludes treasury shares, shares held by the Guma Entities and
            shares held directly by Mr R M Gumede): 6 925 888
     -      Total number of issued ordinary shares that were voted in person or by proxy at
            the General Meeting: 3 502 290 (which represents 5.84% of the total issued
            ordinary shares and 50.57% of the total number of issued ordinary shares that
            could have been voted)

                                       Votes for         Votes against      Abstentions
                                      (% of shares        (% of shares    (% of total shares)
                                         voted)              voted)
         Special Resolution            3 392 262             21 292             88 736
         (Approval of the Scheme)       (99.38%)             (0.62%)            (0.15%)
         Ordinary Resolution           3 392 262             21 292             88 736
         (Authority to act)             (99.38%)             (0.62%)            (0.15%)

3.   CONDITIONS PRECEDENT AND FURTHER ANNOUNCEMENT

     Notwithstanding the approval of the resolutions referred to in paragraph 2 above, the
     implementation of the Scheme remains subject to the provisions of section 115 (3)(b)
     of the Companies Act as well as the fulfilment or waiver of certain other conditions as
     contained in the Circular. A finalisation announcement in this regard will be made on or
     about Wednesday, 22 April 2015.

Johannesburg
2 April 2015

Corporate Advisor and Transaction Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Advisor to Gijima
Webber Wentzel

Legal Advisor to Guma
Brian Kahn Inc

Independent Financial Expert
Grant Thornton Advisory Services Proprietary Limited

Corporate Advisor to Guma
Guma Capital Proprietary Limited

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