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Special resolution 2 was not put to shareholders and subsequently withdrawn due to the fact that Clover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
Date: 29/03/2019 05:23:00 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.