EFFICIENT GROUP LIMITED - Results of General Meeting

Release Date: 03/09/2018 16:39
Code(s): EFG
Wrap Text
Results of General Meeting

Incorporated in the Republic of South Africa
(Registration number 2006/036947/06)
Share code: EFG ISIN: ZAE000151841
(“Efficient” or “the Company”)


Shareholders are referred to the announcements released on SENS on 5 July 2018 and 3 August 2018, and
to the Circular distributed to Shareholders on 3 August 2018. Terms defined in the Circular shall, unless
otherwise stated, bear the same meaning in this announcement.

Shareholders are advised that, at the General Meeting, convened in terms of the notice of General Meeting
to Shareholders dated 3 August 2018, which was held on Friday, 31 August 2018, all the resolutions were
passed by the requisite majority of Shareholders.

The number of Shares voted in person or by proxy was 69 201 153, representing 76.74% of the total issued
share capital of the same class of Shares.

The resolutions proposed at the General Meeting, together with the percentage of Shares abstained, as well
as the percentage of votes carried for and against each resolution, are set out below:

                                                               % of votes        % of votes            % of
                                                           carried for the       against the        Shares
Resolution                                                     resolution         resolution      abstained

Ordinary Resolution Number 1 – Transaction                           100%                   -         0.41%

Ordinary Resolution Number 2 – Specific Issue                        100%                   -         0.41%

Special Resolution Number 1 – Approval to issue
the Lenders’ Share Consideration in terms of section
41(3) of the Companies Act                                           100%                   -         0.41%

Special Resolution Number 2 – Approval to issue
the Lenders’ Share Consideration in terms of section
41(1) of the Companies Act                                           100%                   -         0.41%

Ordinary Resolution Number 3 - Authority granted to
Directors                                                            100%                   -         0.41%

Shareholders are referred to paragraph 3.2 of the Circular and are hereby advised:

-     that the conditions precedent, as set out in paragraphs 3.2.1 to 3.2.3 thereof, have been fulfilled and/
      or waived; and

-     that the resolutive condition, in terms of which the Parties had agreed that Efficient would obtain a tax
      ruling from SARS confirming that the Cancellation Fee will qualify as a tax-deductible expense and
      that RW will be able to reclaim the tax portion on the Invested Portion (“Positive Tax Ruling”), has not
      yet been obtained.

      Shareholders are reminded that, to the extent a Positive Tax Ruling is not obtained, the Parties shall
      meet and negotiate in good faith to determine an alternate or new cancellation fee acceptable to RW
      and Efficient. In the event that the Parties cannot agree on an alternative cancellation fee, the
      Cancellation Agreement (and consequently the Convertible Loan Agreement) shall lapse and be of no
      force and effect and the Parties shall be restored to the status quo ante, provided that the Parties
      agree that such failure shall not terminate the obligations on the Parties to negotiate to terminate the
      Main Agreement.

      Shareholders will be advised in a further announcement of the outcome regarding the Positive Tax

3 September 2018

Sponsor and Joint Corporate Advisor to the Efficient Group
Merchantec Capital

Joint Corporate Advisor to the Efficient Group
Bravura Capital

Media Contact
Bridget von Holdt
Business Director, Burson-Marsteller
E: Bridget.vonholdt@bm-africa.com
M: +27 82 610 0650, T: + 27 11 480-8680

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