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TISO BLACKSTAR GROUP SE - Results of annual general meeting and update on the acquisition of First Impression Labels Proprietary Limited

Release Date: 03/12/2018 17:50
Code(s): TBG     PDF:  
 
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Results of annual general meeting and update on the acquisition of First Impression Labels Proprietary Limited

 Tiso Blackstar Group SE
 (Incorporated in England and Wales)
 (Company number SE 110)
 (registered as an external company with limited liability in the Republic of South Africa under registration number
 2011/008274/10)
 LSE Ticker: TBGR
 JSE Share code: TBG
 ISIN: GB00BF37LF46
 (“Tiso Blackstar” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND UPDATE ON THE ACQUISITION OF FIRST
IMPRESSION LABELS PROPRIETARY LIMITED (“FIL”)

1.    Results of AGM

      The board of Tiso Blackstar (the “Board”) is pleased to announce that at the AGM held on 3 December 2018, at
      Berkeley Square House, Berkeley Square, Mayfair, London W1J 6BD, all resolutions put to the AGM were passed
      by the requisite majority of shareholders and resolution 11, as set out in the Notice of the AGM, was withdrawn
      prior to the AGM.

      The total number of Tiso Blackstar issued shares, and shares eligible to vote, at the AGM is 275,753,092 (“Total
      Shares”).

      Details of the results of voting at the AGM are as follows:

     Resolutions
                                                                            Shares         Shares
                                                                Shares       voted          voted           Shares
                                                                 voted       "For"       "Against"        abstained
     Ordinary resolution 1:
     To receive and consider the auditor's report, the     226,378,875     100.00%           0.00%            0.00%
     strategic report, the directors' report and the          (82.09%)
     accounts for the financial year ended 30 June 2018
     Ordinary resolution 2:
     To approve the Directors' Remuneration Report for     226,378,875      81.06%         18.94%             0.00%
     the financial year ended 30 June 2018                     (82.09%)
     Ordinary resolution 3:
     To re-elect John Broadhurst Mills as a non-            226,378,875     82.47%         17.53%             0.00%
     executive director                                        (82.09%)
     Ordinary resolution 4:     
     To re-elect Harish Kantilal Mehta as a non-           226,378,875      82.47%         17.53%             0.00%
     executive director                                        (82.09%)
     Ordinary resolution 5:
     To re-appoint Deloitte LLP and Deloitte & Touche     226,378,875       98.96%           1.04%            0.00%
     (for JSE purposes) as the auditors of the Company       (82.09%)
     Ordinary resolution 6:
     To authorise the Audit Committee to determine the    226,378,875      100.00%           0.00%            0.00%
     remuneration of the auditors                            (82.09%)
     

     Resolutions
                                                                                      Shares         Shares
                                                                     Shares            voted          voted        Shares
                                                                      voted            "For"       "Against"    abstained
      Ordinary resolution 7:
      To authorise the Company and all companies that           226,378,875           70.23%         29.77%         0.00%
      are subsidiaries of the Company to make political            (82.09%)
      donations or incur political expenditure up to
      £90,000 in aggregate (in compliance with the UK
      Companies Act 2006)
      Ordinary resolution 8:
      To give the Board power to allot shares in the             226,378,875          69.79%         30.21%         0.00%
      Company and to grant rights to subscribe for or to            (82.09%)
      convert any security into shares in the Company,
      up to a nominal amount of €20,695,349 being one-
      tenth of the existing issued share capital
      Ordinary resolution 9:
      To endorse, by way of a non-binding advisory vote,         226,377,858          67.02%*        32.98%         0.00%
      the Company's remuneration policy                              (82.09%)
      Ordinary resolution 10:
      To endorse by way of a non-binding advisory vote,           226,378.875         69.86%*        30.14%         0.00%
      the Company's remuneration implementation                      (82.09%)
      report
      Special resolution 12:
      To authorise the Company to make market                    226,378,875          98.96%          1.04%         0.00%
      purchases of its Ordinary Shares, to a maximum                (82.09%)
      number of 27,230,723 Ordinary Shares

     Notes:
        - Percentages of shares voted are calculated in relation to the Total Shares.
        - Percentage of shares voted “For” and “Against” are calculated in relation to the total number of shares voted in respect
            of each resolution.
        - Shares abstained are calculated as a percentage in relation to the Total Shares.

      *As a result of more than 25% of the votes cast against ordinary resolutions 9 and 10, in accordance with paragraph 3.84(k) of
      the JSE Limited Listings Requirements, Tiso Blackstar invites shareholders who voted against ordinary resolutions 9 and 10 to
      engage with the Company regarding their views on the Company’s remuneration policy and implementation report. Shareholders
      may forward their concerns / questions via email at leanna@tisoblackstar.com by close of business on 17 December 2018.

2.    Update on acquisition

      Shareholders are referred to the announcement published on the Stock Exchange News Service (SENS) on
      Thursday, 16 November 2018 regarding the acquisition of a 100% interest in FIL (the “Announcement”). For
      clarification purposes, the Board would like to confirm that:

       -   the sales agreement was signed on Thursday, 16 November 2018;
       -   the stated profit attributable to the net assets of FIL for the year ended 28 February 2018, as per its audited
           annual financial statements, was the profit after taxation; and
       -   the conditions precedent as detailed in the Announcement are still to be fulfilled.

     London
     3 December 2018

For further information, please contact:

 Tiso Blackstar Group SE                   Leanna Isaac   +44 (0) 20 7887 6017
 JSE Sponsor: One Capital                  Taryn Carter   +27 (0) 11 550 5000

Date: 03/12/2018 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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