Results of the scheme meeting of Interwaste Shareholders
INTERWASTE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/037223/06)
Share code: IWE
RESULTS OF THE SCHEME MEETING OF INTERWASTE SHAREHOLDERS
Unless otherwise indicated, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the circular dated 5 December 2018 ("Circular").
Shareholders are referred to:
1.1 the joint announcement of a firm intention by Séché Environnement S.A. and Séché
South Africa Proprietary Limited ("Offerors") released on SENS on 2 November 2018
and published in the press on 5 November 2018 to make an offer to acquire all the
Interwaste Shares (other than certain Excluded Shares);
1.2 the announcement by Interwaste regarding posting of the Circular and the Notice
convening the Scheme Meeting, dated 5 December 2018; and
1.3 the Circular.
The Interwaste Board is pleased to announce that, pursuant to the Scheme Meeting held on
Wednesday, 9 January 2019, all the resolutions as set out in the Notice convening the Scheme
Meeting were passed by the requisite majority of Shareholders entitled to vote, as detailed
2 RESULTS OF SCHEME MEETING
Shareholders are advised that:
- the total number of Interwaste Shares in issue as at the date of the Scheme Meeting was
469 092 877 (including 41 098 610 Treasury Shares);
- the total number of Interwaste Shares that were present in person/represented by proxy
and entitled to vote at the Scheme Meeting on Special Resolution 1 (i.e. excluding
Treasury Shares) was 355 650 427, being 83.10% of the total number of Interwaste
Shares in issue (excluding Treasury Shares); and
- abstentions are represented below as a percentage of total number of Interwaste Shares
in issue while the Interwaste Shares voted for and against are represented as a
percentage of the total Interwaste Shares voted.
The resolutions proposed at the Scheme Meeting, the number of Interwaste Shares voted in
person and by proxy, together with the percentage of Interwaste Shares abstained, as well as
the percentage of votes carried for and against each resolution, are set out below:
Total % of % of % of
number of votes votes Interwaste
Interwaste carried against Shares
Shares for the the abstained
Resolution voted resolution resolution
Special Resolution Number 1:
Approval of the Interwaste 99.99% 0.01% 0.00%
Scheme and related transactions
Ordinary Resolution Number 1:
Amendments to the Interwaste 355 646
100.00% 0.00% 0.00%
LTIP arising from the Interwaste 427
3 SCHEME CONDITIONS
Subject to section 115(2)(a) of the Companies Act not becoming applicable, the passing of the
above resolutions fulfils the Scheme Condition set out in paragraph 188.8.131.52 of the Circular.
No Shareholders have exercised their Appraisal Rights. Accordingly, the Scheme Condition
set out in paragraph 184.108.40.206 of the Circular has been fulfilled.
The Interwaste Scheme remains subject to the remaining Scheme Conditions as set out in the
Circular. Once these remaining Scheme Conditions have been fulfilled or waived (and subject
to such occurring), a further announcement regarding the relevant dates for the
implementation of the Interwaste Scheme will be made.
9 January 2019
Legal Advisors to the Offerors
Cliffe Dekker Hofmeyr Incorporated
Legal Advisors to Interwaste
Financial Advisors to Interwaste
PSG Capital Proprietary Limited
Grindrod Bank Limited
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Transfer Secretaries to Interwaste
Computershare Investor Services Proprietary Limited
Date: 09/01/2019 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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