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CLOVER INDUSTRIES LIMITED - Report on proceedings at the Scheme Meeting

Release Date: 29/03/2019 17:23
Code(s): CLR     PDF:  
 
Wrap Text
Report on proceedings at the Scheme Meeting

Clover Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
NSX Ordinary Share code: CLN
JSE Ordinary Share code: CLR
ISIN: ZAE000152377
("Clover")

REPORT ON PROCEEDINGS AT THE SCHEME MEETING

Unless otherwise defined, all capitalised terms have the same meanings as defined in the circular to
Clover Shareholders dated 28 February 2019.

At the Scheme Meeting held today, 29 March 2019, all the ordinary and special resolutions proposed at the
Scheme Meeting were approved by the requisite majority of votes. The voting statistics from the Scheme
Meeting are as follows:


                                                                                            Shares
                                                                           Shares voted     abstained
                                                                           disclosed as a   disclosed as a
                                     Votes cast disclosed                  percentage in    percentage in
                                     as a percentage in                    relation to      relation to
                                     relation to the total   Number of     the total        the total
                                     number of Shares voted  Shares        issued share     issued share
                                     at the Scheme Meeting   voted         capital#         capital#
                                    
                                     For         Against
Ordinary Resolutions
    Approval of the Reinvestment
    in accordance with Regulation
1   113(1)(b) of the Regulations     99.99883%   0.00117%    150 143 465   78.23569%        0.17913%
 
    Approval of the SARS Plan
    Amendment to accelerate
2   vesting of SARS                  99.91066%   0.08934%    150 143 285   78.23559%        0.17922%

    Authority granted to
3   Directors                        99.99559%   0.00441%    150 485 559   78.41394%        0.00087%

Special Resolutions
     Approval of the Scheme in
     accordance with the
     requirements of sections
1    114(1)(c) and 115 of the
     Companies Act                   99.99883%   0.00117%    150 486 659   78.41452%        0.00030%

# Total issued share capital is 191,911,737 ordinary shares with total voteable shares, excluding
Treasury shares, being 180 394 031 ordinary shares.

Special resolution 2 was not put to shareholders and subsequently withdrawn due to the fact that Clover
did not receive any written notice from any shareholder objecting to the Scheme in terms of section 164
of the Companies Act 2008.

The Scheme is subject to the fulfilment or waiver of, inter alia, the following outstanding suspensive
conditions on or before 20 August 2019 or such later date as Milco and Clover may agree upon:

  1. written consent having been obtained from the relevant counterparties to specific material contracts
     in respect of the change of control that will result from the implementation of the Transaction;

  2. by not later than 23h59 on the 90th (ninetieth) day after the date of posting of the Circular and,
     to the extent necessary, the requisite majority of Brimstone's shareholders having approved an
     ordinary resolution authorising Brimstone's subscription of an amount of approximately R726 million
     for a 15% shareholding in Milco;

  3. by no later than 200 days following the date of signature of the IA ("Long Stop Date"), the
     Transaction having been unconditionally approved by the relevant Competition Authorities, or
     conditionally approved on terms and conditions which the party(ies) which is/are affected by such
     conditions or terms, having confirmed in writing (within 5 (five) business days of receipt of such
     conditional approval, but in any event by not later than 23h59 on the Long-Stop Date) to be
     acceptable to it/them, acting reasonably;

  4. by no later than the date on which the last of the aforementioned conditions is fulfilled or such
     later date if there is a dispute as to whether a Material Adverse Change has occurred (but by no
     later than the Long Stop Date), Milco not having terminated the Transaction as a result of a
     Material Adverse Change (as defined below); and

  5. by no later than 23h59 on the 10th (tenth) business day following the day on which the last of the
     conditions to the Scheme (other than this condition) is fulfilled or waived, as the case may be, the
     TRP has issued a compliance certificate in respect of the Transaction in terms of section 119(4)(b)
     of the Companies Act, provided that if such compliance certificate is issued conditionally or on
     terms, this condition shall not be regarded as having been fulfilled unless the party (ies) which
     is/are affected by such conditions or terms, confirm/s in writing (by not later than the said date
     and time) that such conditions and terms are acceptable to it/them, acting reasonably.

A "Material Adverse Change" is an adverse effect, fact or circumstance (other than certain excluded
matters) which has arisen or occurred or might reasonably be expected to arise or occur in the future
(alone or together with any such actual or potential adverse effect, fact and/or circumstance), and which
is material with regard to the business, condition, assets, liabilities, operations, financial
performance, net income and prospects of Clover, and/or any restrictive covenant or covenants or similar
provision entered into by Clover which will or could reasonably be expected to materially reduce the
actual or potential value of Clover. To be material, the adverse impact must have or be likely to have or
have had an impact:

i.    on the net asset value of Clover at any time prior to or subsequent to the Finalisation Date (as
      such term is contemplated in the JSE Listings Requirements) in an amount of more than 7.5% compared
      to Clover's 2018 audited tangible net asset value (being the net asset value of Clover exclusive of
      intangible assets and goodwill at 30 June 2018); and

ii.   on, or must be reasonably likely adversely to affect, Clover's EBITDA by more than 10% compared to
      Clover's EBITDA for Clover's financial year ended 30 June 2018 for which purpose EBITDA means the
      sustainable consolidated earnings of Clover for any 12 month period (covering any financial year)
      before interest, tax, depreciation and amortisation, before taking into account any foreign exchange
      adjustment, and excluding costs directly attributable to the Transaction (including the settlement
      of SARs).


Johannesburg
29 March 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

NSX Sponsor
MERCHANTEC CAPITAL NAMIBIA

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