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SANDOWN CAPITAL LIMITED - Postponement of annual general meeting, termination of the Investment Advisory Agreement and board reconstitution

Release Date: 23/08/2018 15:00
Code(s): SDC     PDF:  
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Postponement of annual general meeting, termination of the Investment Advisory Agreement and board reconstitution

(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: SDC ISIN: ZAE000249645
("Sandown Capital" or "the Company")


Shareholders are referred to the announcement published on SENS on 31 July 2018 notifying shareholders
that the Company's annual general meeting ("AGM") was to be held on Wednesday, 5 September 2018.

Shareholders are further referred to the announcement published on SENS on 2 August 2018 wherein
shareholders were advised of the Sandown Capital board of directors' (the "board") intention to renegotiate
the terms and/or cancellation of the existing Investment Advisory Agreement concluded by Sandown
Capital, Sandown Capital International Limited ("Sandown International") and Sandown Management
Limited (the "Investment Advisor") on 23 October 2017 (the "Investment Advisory Agreement") and
reconstitute the board.

Shareholders are advised that the board has resolved, subject to requisite shareholder and regulatory
approvals (to the extent required), to:

   -   terminate the Investment Advisory Agreement in consideration for the payment of a once-off
       compensation amount by Sandown International of R63 million to the Investment Advisor (the
       "Termination Agreement"); and

   -   reconstitute its board of directors (the "board reconstitution") by:
           -  accepting the resignations of Sean Melnick, Sean Jelley, Lawrie Brozin, Duncan Randall and
              Cindy Hess;
           -  the appointment of Warren Chapman (as an executive director and CEO), Paul Baloyi (as an
              independent non-executive director and chairman of the board), Fatima Vawda (as an
              independent non-executive director) and Mandy Munro-Smith (as an independent non-
              executive director) to the board of directors; and
           -  confirming the appointment of Andrew Hannington as an executive director and CFO.

As the additional resolutions relating to the Termination Agreement and board reconstitution may
conveniently be proposed at the AGM (or at a meeting to be convened immediately following the AGM),
shareholders are informed that a decision has been taken to postpone the AGM to 15 November 2018 (the

The postponement will necessitate an amendment to the notice of AGM posted to shareholders on
31 July 2018. A revised notice of annual general meeting ("revised notice of AGM") for Sandown Capital
shareholders will be issued to shareholders by no later than 16 October 2018. The salient dates and times
relating to the AGM will be included in the revised notice of AGM.

The annual fees payable to the non-executive directors for their services as directors will be put to
shareholders for approval at the AGM and details of such fees will be included in the revised notice of

With the internalisation of executive management post the termination of the Investment Advisory
Agreement, the board is committed to maintaining a low cost base for the Company including the executive
directors’ remuneration.

As Sean Jelley and Sean Melnick were directors of Sandown Capital in the 12 months preceding the
conclusion of the Termination Agreement and are the sole shareholders of the Investment Advisor, the
conclusion of the Termination Agreement will be classified as a related party transaction in terms of section
10 of the JSE Listings Requirements (the "related party transaction") requiring shareholder approval.

Further information relating to the Company's AGM, the revised notice of AGM, the proposed new
executive directors’ remuneration and the related party transaction will be published on SENS in due course.

23 August 2018

Java Capital

Date: 23/08/2018 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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