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BRAINWORKS LIMITED - Submission of a special resolution to shareholders of Brainworks in terms of section 117 of the Mauritius Companies

Release Date: 12/08/2019 10:41
Code(s): BWZ     PDF:  
Wrap Text
Submission of a special resolution to shareholders of Brainworks in terms of section 117 of the Mauritius Companies

Brainworks Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 115883 C1/GBL)
Share Code: BWZ ISIN: MU0548S00000
(“Brainworks” or “the Company”)

SUBMISSION OF A SPECIAL RESOLUTION TO SHAREHOLDERS OF BRAINWORKS IN TERMS OF
SECTION 117 OF THE MAURITIUS COMPANIES ACT, NO. 15 OF 2001, AS AMENDED (“the Act”)

The board of directors of the Company (“the Board”) has proposed certain amendments to the
Company’s Constitution to align the same with best corporate governance practice by establishing
certain thresholds on borrowing powers and executive directors and/or other employees’
remuneration (“Constitution Amendments”). If, in the future, the Board requires certain thresholds
to be exceeded, shareholders will be provided with an opportunity to consider and vote in respect
thereof.

The Constitution Amendments therefore provide shareholders with an ability to participate in material
decisions which could place the Company under significant financial difficulty.

Shareholders will accordingly be requested to consider the relevant special resolution pursuant to the
Constitution Amendments and, if deemed fit, approve it with or without modification by written
consent in terms of section 117 of the Act.

Section 117(1)(a) of the Act provides that a resolution contemplated in terms of section 117(1) of the
Act and section 11.1.3 of the Company’s Constitution will have been adopted if it is supported by
persons entitled to exercise sufficient voting rights for it to have been adopted as a special resolution
(i.e. by at least 75% of the voting rights exercisable in respect thereof) at a properly constituted
shareholders’ meeting and, if adopted, such Resolution will have the same effect as if it had been
approved by voting at a meeting.

A notice, together with the proposed special resolution, a voting form and a form of proxy (“the
Notice”), was distributed to shareholders today, 12 August 2019. A copy of the Notice is available on
the Company’s website: http://www.brainworkscapital.com/investor-relations/shareholder-circulars

The record date for determining shareholders entitled to receive the Notice was Friday, 2 August 2019
and the deadline for the exercise of voting rights is 12:00 on Friday, 13 September 2019.

Grand Baie, Mauritius
12 August 2019

Sponsor
Questco Corporate Advisory (Pty) Ltd

Date: 12/08/2019 10:41:00
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