Wrap Text
Notice Of Annual General Meeting (“Agm”), Notice Of General Meeting And Posting Of Circular
Delta EMD Limited
Incorporated in the Republic of South Africa)
Registration number 1919/006020/06
ISIN: ZAE000132817
Share code: DTA
(“Delta EMD”)
NOTICE OF ANNUAL GENERAL MEETING (“AGM”), NOTICE OF GENERAL MEETING AND
POSTING OF CIRCULAR
Part A: Notice of annual general meeting (“AGM”)
Shareholders are referred to announcement published on SENS on Friday, 14 September 2018
where they were advised that the AGM scheduled for 10 October 2018 has been postponed in
order to have both the AGM and the general meeting to approve the proposed transaction on the
same day. Shareholders are hereby advised of the new date of the AGM as follows.
Notice is hereby given that the annual general meeting of Delta EMD shareholders will be held at
the Boardroom, 10 Bompas Road, Dunkeld, Johannesburg on Wednesday, 12 December 2018 at
10:00 to transact the business as stated in the annual general meeting notice forming part of the
Integrated Annual Report.
Salient dates and times
Last day to trade in order to be eligible to attend and vote at the AGM Tuesday, 04 December 2018
Record date to determine which shareholders are entitled to attend and Friday, 07 December 2018
vote at the AGM
Forms of proxy for the AGM to be lodged by 10:h00 on* Monday, 10 December 2018
*any proxies not lodged by this time must be handed to the chairperson of the AGM immediately
prior to the commencement of the meeting.
*Existing proxy forms are valid for the new date of AGM. Additional proxy forms can be
downloaded from the Delta EMD website for those persons who have become shareholders since
the original notice of AGM has been distributed.
Part B: Posting of Circular and Notice of General Meeting
1. Introduction
Shareholders are referred to the detailed terms announcement released on SENS on Friday,
14 September 2018 where they were advised that Delta EMD has entered into the
Transaction Agreement with EMD Investments (the sole wholly owned subsidiary of Delta
EMD), Delta EMD South Africa and Viridi, in terms of which Delta EMD agreed to, inter alia,
sell its entire shareholding interest in EMD Investments (constituting the entire issued share
capital of EMD Investments) to Viridi for an aggregate cash consideration of R12 500 000,
(“the Transaction”).
Terms defined in the detailed terms announcement bear the same meaning in this
announcement.
The regulatory approval required from the JSE Limited for the circular relating to the
Transaction has been obtained (“Circular”).
2. Posting of the Circular and notice of General Meeting of Shareholders
Shareholders are hereby advised that the Circular, containing details of the Transaction, has
been posted to Shareholders today, Tuesday, 13 November 2018. The Circular incorporates a
notice convening the General Meeting of Shareholders for purposes of approving the
Transaction. The General Meeting of Shareholders of Delta EMD will be held at 09:00 on
Wednesday, 12 December 2018 at 10 Bompas Road, Dunkeld, Johannesburg, to consider
and, if deemed fit, pass, with or without modification, the ordinary resolutions set out in the
notice of General Meeting.
The Circular is also available on the Delta EMD's website: http://www.deltaemd.co.za
3. Important dates and times
2018
Initial announcement regarding the proposed Transaction and related Friday, 14 September
matters published through SENS and press on
Record date to determine Delta EMD Shareholders eligible to receive Friday, 2 November
the Circular and Notice of General Meetingb
Circular, inclusive of Notice of General Meeting, posted to entitled Tuesday, 13 November
Shareholders on
Announcement regarding convening of General Meeting and posting of Tuesday, 13 November
Circular published through SENS on
Announcement regarding convening of General Meeting and posting of Wednesday, 14 November
Circular published in the press on
Last day to trade on the JSE in Delta EMD Shares in order to be Tuesday, 04 December
recorded in Delta EMD’s share register and thereby to be entitled to
attend, participate in and vote at the General Meetingb
Record date to be entitled to attend, participate in and vote at the Friday, 07 December
General Meeting, by close of trading on the JSEb
For effective administration, completed Forms of Proxy for General Monday, 10 December
Meeting to be received by Transfer Secretariesc by not later than 09:00
on
General Meeting held at 09:00 on Wednesday, 12 December
Results of General Meeting published through SENS on Wednesday, 12 December
Results of General Meeting published in press on Thursday, 13 December
Notes:
(a) All of the above dates and times, which are local South Africa dates and times, are subject to change. Any
changes will be published through SENS and, as appropriate, in the press.
(b) Pursuant to section 62(3)(a) as read with section 59(1) of the Companies Act, the date determined by the Board
to be the record date for purposes of determining Delta EMD Shareholders entitled to receive the Circular is
Friday, 2 November 2018. Furthermore, only Delta EMD Shareholders who are registered in the securities
register of the Company on Friday, 07 December 2018, will be entitled to participate in and vote at the General
Meeting.
(c) Delta EMD Shareholders should note that pursuant to the T+3 Strate settlement protocol, the last day to trade in
and to acquire Delta EMD Shares in order to be capable of being registered as the holder thereof by the above
indicated record date, is Tuesday, 04 December 2018.
(d) Should Forms of Proxy not be returned to the Transfer Secretaries by 09:00 on Monday,10 December 2018 they
may nevertheless be handed to the Chairperson of the General Meeting at any time before the commencement of
the General Meeting.
(e) Should the General Meeting be adjourned or postponed, Forms of Proxy submitted for the General Meeting will
remain valid in respect of any such adjournment or postponement.
Nelspruit
13 November 2018
Sponsor:
Deloitte & Touche Sponsor Services (Pty) Ltd
Corporate Legal Advisors:
Taback and Associates (Pty) Ltd
Date: 13/11/2018 10:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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