Results of Scheme Meeting
MASTER PLASTICS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2016/323930/06)
Share code: MAP ISIN: ZAE000242921
RESULTS OF SCHEME MEETING
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the Circular, dated Wednesday, 21 November 2018 ("Circular").
Shareholders are referred to:
1.1 the joint announcement of a firm intention by MCGF II Partnership and MCGF II Investments to
make an offer to acquire all the Shares of Master Plastics (other than certain excluded Shares),
dated 7 November 2018;
1.2 the announcement by Master Plastics regarding posting of the Circular and the Notice convening the
Scheme Meeting, dated 21 November 2018;
1.3 the Circular; and
1.4 the joint announcement regarding an increase in the offer consideration payable under the Scheme
and the revised terms of the offer by MCGF II Partnership and MCGF II Investments to acquire all
the issued ordinary Shares of Master Plastics (other than certain excluded Shares), dated
30 November 2018 ("Revised Offer Announcement").
The Board is pleased to announce that, pursuant to the Scheme Meeting held on 20 December 2018, all
the resolutions as set out in the Notice convening the Scheme Meeting (as amended pursuant to the
Revised Offer Announcement), were passed by the requisite majority of Shareholders entitled to vote, as
2. RESULTS OF SCHEME MEETING
The number of Shares voted in person or by proxy was 94 905 438, representing 81% of all the issued
The resolutions proposed at the Scheme 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
Special Resolution Number 1: Approval of the
Scheme in accordance with the requirements of 100.00% 0.00% 0.00%
sections 114 and 115 of the Companies Act 1
Special Resolution Number 2: Revocation of
Special Resolution Number 1 if the Scheme is 100.00% 0.00% 0.02%
Ordinary Resolution Number 1: Authority granted
to directors to take all actions necessary to
implement the Scheme Resolution: Approval of the 100.00% 0.00% 0.00%
Scheme in accordance with the requirements of
sections 114 and 115 of the Companies Act
1 The chairman of the Scheme Meeting noted a clarification in respect of Special Resolution Number 1 in that the
reference to the Scheme Consideration in Special Resolution Number 1 (and the Circular) should be construed as a
reference to the Increased Scheme Consideration (as defined in the Revised Offer Announcement).
3. REMAINING SCHEME CONDITION
Shareholders are further advised that the Scheme remains subject to inter alia the fulfilment of one
outstanding Scheme Condition, namely the issue by the Takeover Regulation Panel of a compliance
certificate contemplated in section 121(b)(i) of the Companies Act. Master Plastics did not receive any
notices from its Shareholders in terms of section 164 of the Companies Act, objecting to the Scheme.
Master Plastics has received the consent of Nedbank Limited to the Scheme under the Company's debt
funding arrangements as well as approval from the Competition Authorities in terms of the Competition Act.
Once the last remaining Scheme Condition has been fulfilled, a further announcement regarding the
relevant dates for the implementation of the Scheme will be made.
20 December 2018
Corporate Advisor and Transaction Sponsor to Master Plastics
Legal Advisor to Master Plastics
Financial and Corporate Advisor to the Offerors
The Standard Bank of South Africa Limited
Legal Advisor to the Offerors
Cliffe Dekker Hofmeyr Inc.
Nodus Capital TS Proprietary Limited
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