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Posting of the Circular and Notice of General Meeting
ELLIES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/007084/06)
JSE share code: ELI ISIN: ZAE000103081
("Ellies" or the "Company")
ANNOUNCEMENT RELATING TO:
- ratification of the appointment and re-appointment of Directors to
the Board as well as the appointment of the Audit and Risk
Committee;
- approval of remuneration of Non-Executive Directors; and
- posting of the Circular and Notice of General Meeting
Unless otherwise indicated, capitalised words and terms contained in
this announcement shall bear the same meanings ascribed thereto in
the Circular to Shareholders, issued on Thursday, 25 April 2019
(“Circular”).
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 5 April
2019 where they were advised that the Board of Directors is
committed to turning around the Company with the focus on
optimising and enhancing current profitability for all
Shareholders. In this regard the Board has been reconstituted and
appointed a number of respected and experienced new members with
effect from 4 April 2019.
Shareholders are hereby advised that the Circular has been posted
to Shareholders on Thursday, 25 April 2019. The purpose of the
Circular is to furnish Shareholders with all the relevant
information relating to the appointment of new Directors and re-
appointment of Directors and Non-Executive Directors'
remuneration payable, and to convene a General Meeting of
Shareholders in order for them to consider and, if deemed fit,
approve, with or without amendment, the Resolutions. The
Resolutions will give effect to the ratification of the
appointment of new Directors to the Board, the appointment of
members of the Audit and Risk Committee as well as approval of
the remuneration of Non-Executive Directors. Details of the
Resolutions are set out in the Notice of General Meeting attached
to and forming part of the Circular.
2. OPINIONS AND RECOMMENDATION
The Board is of the opinion that the appointments and re-
appointments are in the best interest of the Company and its
Shareholders and should be supported. The Board unanimously
recommends that the Shareholders vote in favour of the
Resolutions at the General Meeting. Each Director who holds
Shares and is permitted to vote at the General Meeting intends to
vote his Shares in favour of the Resolutions as set out in the
Notice of General Meeting.
3. NOTICE OF GENERAL MEETING OF SHAREHOLDERS
The Circular incorporates a notice convening the General Meeting
of Shareholders for purposes of approving the above mentioned
matters. A General Meeting of Shareholders will be held at 11:00
on Monday, 27 May 2019 at The Pyramid Conference Centre, 94 Eloff
Street Ext, Village Deep, Johannesburg, 2001 at which General
Meeting Ellies shareholders will be requested to consider and, if
deemed fit, to pass, with or without modification, the
Resolutions set out in the Notice of General Meeting.
Copies of this Circular may be obtained at the registered office
of the Company, being 94 Eloff Street Extension, Village Deep,
Johannesburg, 2001 from Thursday, 25 April 2019 to Monday, 27 May
2019, both days inclusive, or on the Company’s website
www.elliesholdings.com.
4. IMPORTANT DATES AND TIMES
2019
Record date to receive the Circular
containing the Notice of General Meeting Thursday, 18 April
Circular and the Notice of General Meeting
posted to Shareholders on Thursday, 25 April
Announcement regarding the posting of
Circular being published on SENS Thursday, 25 April
Announcement regarding the posting of
Circular being published in the press Friday, 26 April
Last day to trade in order to be
eligible to participate and vote at
the General Meeting Tuesday, 14 May
Record date in order to participate
and vote at the General Meeting Friday, 17 May
Receipt of Forms of Proxy in respect of
the General Meeting by 11:00 on Thursday, 23 May
General Meeting at 11:00 on Monday, 27 May
Results of the General Meeting published
on SENS on Monday, 27 May
Results of the General Meeting published
in the press Tuesday, 28 May
Notes:
1. A Form of Proxy (white) not lodged with the Transfer
Secretaries may be handed to the Chairperson of the General
Meeting before the proxy exercises the voting rights of the
Shareholder at the General Meeting.
2. If the General Meeting is adjourned or postponed, a Form of
Proxy (white) submitted for the initial General Meeting
will remain valid in respect of any adjournment or
postponement of the General Meeting.
3. If the General Meeting is adjourned or postponed then Forms
of Proxy (white) that have not yet been submitted should be
lodged with the Transfer Secretaries by no later than 48
hours before the adjourned or postponed General Meeting but
may nonetheless be handed to the Chairperson of the
adjourned or postponed General Meeting before the proxy
exercises the voting rights of the shareholder at the
adjourned or postponed General Meeting.
4. Shareholders should note that as transactions in shares are
settled in the electronic settlement system used by Strate,
settlement of trades takes place three Business Days after
such trade. Therefore, Shareholders who acquire Shares
after close of trade on Tuesday, 14 May 2019 will not be
eligible to attend, participate and vote at the General
Meeting.
5. The above dates and times are South African and are subject
to change. Any changes will be notified on SENS.
6. Ellies shareholders are referred to page 3 of the Circular
for information on the action required to be taken by them.
7. In respect of the General Meeting, no dematerialisation or
rematerialisation of Shares may take place between
Wednesday, 15 May 2019 and Friday, 17 May 2019, both days
inclusive.
Johannesburg
25 April 2019
Company Secretary
Lindie Lankalebalelo
Transaction Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
Company Sponsor
Java Capital Trustees and Sponsors Proprietary Limited
Date: 25/04/2019 10:46:00 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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