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CULLINAN HOLDINGS LIMITED - Results of General Meeting convened to consider the Scheme of Arrangement and Finalisation Announcement

Release Date: 25/01/2019 15:16
Code(s): CULP     PDF:  
 
Wrap Text
Results of General Meeting convened to consider the Scheme of Arrangement and Finalisation Announcement

CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Preference share code: CULP  ISIN: ZAE000001947
("the company")
 
RESULTS OF GENERAL MEETING CONVENED
TO CONSIDER THE SCHEME OF ARRANGEMENT
("the Scheme Meeting") AND FINALISATION
ANNOUNCEMENT

The Preference Shareholders are advised that all the resolutions contained in the notice
convening the Scheme Meeting were approved by the requisite majorities of shareholders
present in person or represented by proxy at the Scheme Meeting of the company held on
Friday, 25 January 2019.

Details of the resolutions and the voting are contained in the table below. The issued
Preference Share capital of the company is 500 000 Preference Shares, all of which were
entitled to vote at the Scheme Meeting.

                               Total
                           number of
                         votes cast:
                         (% of share      Votes in         Votes   Abstentions:
                             capital       favour:      against:   (% of issued
                         entitled to   (% of total   (% of total          share
Resolution proposed            vote)   votes cast)   votes cast)       capital)
Special resolution 1:        
To approve the Scheme        410 128       410 128             -              -
Ordinary resolution 1:
To authorise any
director or the               
company secretary to
sign documentation
to give effect to
implementation of
the Scheme and
the de-listing of
the company                   82.03%          100%             -              -

The Preference Shareholders are further advised that no Preference Shareholders
exercised their rights in terms of sections 115 or 164 of the Companies Act,
2008 and that all conditions precedent as detailed in the Scheme Circular have
been fulfilled.

The Scheme will therefore be implemented in accordance with its terms and
conditions and will proceed according to the following salient dates and times:

                                                                              2019
Scheme LDT, being the last day to trade Preference
Shares on the JSE in order to be recorded in the Register
to receive the Scheme Consideration, by close of
business on                                                    Tuesday, 5 February
Suspension of listing of Preference Shares on the JSE
expected to take place at the commencement of trade on       Wednesday, 6 February
Scheme Consideration Record Date, being the date
on which Scheme Participants must be recorded in the
Register to receive the Scheme Consideration, by close
of trade on                                                     Friday, 8 February
Operative Date of the Scheme                                   Monday, 11 February
Payment and delivery of Scheme Consideration                   Monday, 11 February
Termination of listing of Preference Shares at 
commencement of trade on the JSE                              Tuesday, 12 February

To the extent that the distribution of the Scheme Consideration in certain jurisdictions
outside of South Africa may be restricted or prohibited by the laws of such foreign
jurisdiction then this announcement is deemed to have been provided for information
purposes only and the Cullinan Board accepts no responsibility for any failure by Scheme
Participants to inform themselves about, and to observe, any applicable legal requirements
in any relevant foreign jurisdiction.

Scheme Participants who are in doubt as to their position should consult their
professional advisors.

By order of the board

Johannesburg
25 January 2019
                                         
                                             Independent expert
Sponsor           Auditor    Attorney        to Cullinan
Arbor Capital     Mazars     Fluxmans        Moore Stephens
                             Attorneys



           



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