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Results of the General Meeting
VERIMARK HOLDINGS LIMITED K2018535347 (SOUTH AFRICA)
PROPRIETARY LIMITED
(Incorporated in the Republic of South (Incorporated in the Republic of South Africa)
Africa)
Registration Number: 1998/006957/06 Registration Number: 2018/535347/07
Share Code: VMK (“the Offeror”)
ISIN: ZAE000068011
("Verimark" or “the Company”)
RESULTS OF THE GENERAL MEETING
Verimark Shareholders (“shareholders”) are referred to the joint announcement released on
the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) by Verimark on
Friday, 23 November 2018 regarding the firm intention of the Offeror to make an offer to
acquire all ordinary shares in Verimark (“Ordinary Shares”), other than any Ordinary Shares
held by Van Straaten Family Trust (registration number: IT3054/996) (“VFT”), its concert
party, Prime Rentals CC (registration number: 1990/009016/23) (“Prime Rentals”) and any
subsidiaries of Verimark (“the Scheme”) or failing that, followed by a general offer in terms of
section 117(1)(c)(v) of the Companies Act, No 71 of 2008, as amended (“Companies Act”)
(“the Substitute Offer”), with the Ordinary Shares to be so acquired.
In addition, Verimark shareholders are referred to the joint announcement released on SENS
by Verimark on Tuesday,18 December 2018, whereby shareholders were advised that the
Scheme and Substitute Offer circular, incorporating a notice convening a general meeting of
shareholders had been distributed to shareholders (“circular”). Shareholders were advised of
the proposed de-listing of Verimark from the JSE on the occurrence of the Scheme
becoming operative or the de-listing resolution being approved by the requisite majority of
eligible shareholders at the general meeting and the Substitute Offer becoming unconditional
and being implemented.
Shareholders are hereby advised that the results of the voting at the general meeting of the
Company held today, Thursday, 17 January 2019 at Verimark, 50 Clairwood Avenue,
Hoogland, Ext 55, Randburg, South Africa, 2154 (“GM”), are as follows:
Votes
Votes for against Number of Number of
resolution resolution Eligible Eligible
as a as a shares shares
percentage percentage voted at abstained
of total of total Number of GM as a as a
number of number of Eligible percentage percentage
Resolutions shares shares shares of total of total
proposed at the voted at voted at voted at Eligible Eligible
GM GM GM GM shares shares
Special resolution
number 1:
Approval of the
Scheme in terms 92.66% 7.34% 12 763 901 43.26% 0%
of sections 114
and
115 of the
Companies Act
Special resolution
number 2:
Revocation of
special resolution
number 1 if
Scheme
terminates or
lapses 92.66% 7.34% 12 763 901 43.26% 0%
Ordinary
resolution
number 1:
Delisting of
Verimark shares
from the main
board of the JSE 93.87% 6.13% 12 763 901 43.26% 0%
Note
Total number of voteable Eligible shares in issue as at the date of the GM was 29 508 033.
In accordance with section 115(4) of the Companies Act, neither the Offeror nor parties
acting in concert with it, being K2018535347, VFT and Prime Rentals, were included in
calculating the percentage votes required, determining whether the quorum requirements at
the GM, and were precluded from voting at the GM.
UPDATE REGARDING THE RESULTS OF THE GM AND IMPORTANT DATES AND
TIMES
Shareholders are accordingly advised that all conditions precedent to the Scheme have
been fulfilled without the Company receiving objection notices in terms of section 164(3) of
the Companies Act. As the Scheme has become operative, the Substitute Offer will not be
implemented.
Accordingly, shareholders are referred to the important dates and times set out in the joint
announcement released by Verimark on Tuesday, 18 December 2018 and in the circular
(which is available on Verimark’s website www.verimark.co.za), which sets out the remaining
important dates and times relating to the Scheme.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board of Verimark established to consider the Scheme accepts
responsibility for the information contained in this announcement and, to the best of its
knowledge and belief, confirms that the information is true and this announcement does not
omit anything likely to affect the importance of the information included.
THE OFFEROR RESPONSIBILITY STATEMENT
The Offeror accepts responsibility for the information contained in this announcement and,
to the best of its knowledge and belief, confirms that the information is true and this
announcement does not omit anything likely to affect the importance of the information
included.
Johannesburg
17 January 2019
Joint Transaction Advisor and Transactional Sponsor to Verimark: PSG Capital
Joint Transaction Advisor to Verimark: Khanda Capital
Transaction Advisor to the Offeror and Sponsor to Verimark: Grindrod Bank
Date: 17/01/2019 03:40:00 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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