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INGENUITY PROPERTY INVESTMENTS LIMITED - Results of General Meeting

Release Date: 26/09/2019 16:31
Code(s): ING     PDF:  
 
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Results of General Meeting

INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
JSE share code: ING
ISIN: ZAE000127411
(“Ingenuity”)


RESULTS OF GENERAL MEETING



1. INTRODUCTION

  Ingenuity Shareholders are referred to the firm intention announcement published on SENS on
  16 July 2019, and the circular dispatched to shareholders on Friday, 23 August 2019 (“Circular”), relating
  to:

   -    a scheme of arrangement in terms of section 114(1)(e) of the Companies Act proposed by the
        Ingenuity Board between Ingenuity and the Scheme Participants;
   -    separate but concurrent to the Scheme, a conditional general offer by Ingenuity to the Eligible
        Shareholders in terms of sections 48 and 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c)
        and 5.69 of the Listings Requirements to acquire all of the General Offer Shares, with such General
        Offer to be implemented only if the Scheme fails; and
   -    the Delisting of all Ingenuity shares from the JSE pursuant to the implementation of the Scheme or,
        if the Scheme fails, pursuant to the Delisting Resolution being approved and the General Offer being
        implemented.

  Shareholders are advised that at the general meeting of Ingenuity shareholders held on Thursday,
  26 September 2019 to consider and, if deemed fit, pass the Resolutions required to authorise and approve
  the Scheme and Delisting (“General Meeting”), the Resolutions set out in the notice convening the
  scheme meeting (which were attached to the Circular), were passed on a poll by the requisite majorities
  (being those set out in the notice convening the scheme meeting in respect of each resolution).

  Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed
  to them in the Circular.

2. RESULTS OF GENERAL MEETING

  Details of the results of the voting at the scheme meeting are set out below:
Total number of Ingenuity shares in respect of which the votes could be taken into consideration for voting
purposes in respect of:

    -   Special Resolution Number 1:      467,221,078 shares
    -   Special Resolution Number 2:      713,512,392 shares
    -   Special Resolution Number 3:      467,221,078 shares
    -   Ordinary Resolution Number 1: 1,069,632,901 shares
    -   Ordinary Resolution Number 2:     467,221,078 shares

Total number of Ingenuity shares that were present / represented at the General Meeting:

    -   Special Resolution Number 1:      402,043,201 shares
    -   Special Resolution Number 2:      579,551,182 shares
    -   Special Resolution Number 3:      402,043,201 shares
    -   Ordinary Resolution Number 1:     935,613,691 shares
    -   Ordinary Resolution Number 2:     402,043,201 shares



SPECIAL RESOLUTION NUMBER 1: APPROVAL OF THE SCHEME SPECIAL RESOLUTION IN
ACCORDANCE WITH SECTIONS 48(8)(a), 48(8)(b), 114(e) AND 115(2)(a) OF THE COMPANIES ACT

  Total number of shares       Shares voted for           Shares voted against        Shares abstained
  voted*

  402,043,201       being      398,293,395  being         3,749,806 being 0.93%       58,000 being 0.01%
  86.05% of total votable      99.07% of the total        of the total shares voted   of the total votable
  shares                       shares voted                                           shares



SPECIAL RESOLUTION NUMBER 2: APPROVAL OF THE SPECIFIC REPURCHASE IN TERMS OF
PARAGRAPH 5.69(b) OF THE LISTINGS REQUIREMENTS

  Total number of shares       Shares voted for           Shares voted against        Shares abstained
  voted*

  579,551,182       being      575,801,376  being         3,749,806 being 0.65%       58,000 being 0.01%
  81.23% of total votable      99.35% of the total        of the total shares voted   of the total votable
  shares                       shares voted                                           shares
  
SPECIAL RESOLUTION NUMBER 3: REVOCATION OF SPECIAL RESOLUTION NUMBER 1 IF THE
  SCHEME TERMINATES, LAPSES OR THE SCHEME CONDITIONS ARE NOT FULFILLED OR WAIVED

    Total number of shares        Shares voted for         Shares voted against        Shares abstained
    voted*

    402,043,201       being       398,293,395  being       3,749,806 being 0.93%       58,000 being 0.01%
    86.05% of total votable       99.07% of the total      of the total shares voted   of the total votable
    shares                        shares voted                                         shares



  ORDINARY RESOLUTION NUMBER 1: AUTHORISATION OF DIRECTORS

    Total number of shares        Shares voted for         Shares voted against        Shares abstained
    voted*

    935,613,691       being       931,863,885  being       3,749,806 being 0.40%       58,000 being 0.01%
    87.47% of total votable       99.60% of the total      of the total shares voted   of the total votable
    shares                        shares voted                                         shares



  ORDINARY RESOLUTION NUMBER 2: DELISTING OF INGENUITY SHARES FROM THE JSE IN
  TERMS OF PARAGRAPHS 1.15(a) AND 1.16 OF THE LISTINGS REQUIREMENTS

    Total number of shares        Shares voted for         Shares voted against        Shares abstained
    voted*

    402,043,201       being       397,439,109  being       4,604,092 being 1.15%       58,000 being 0.01%
    86.05% of total votable       98.85% of the total      of the total shares voted   of the total votable
    shares                        shares voted                                         shares

     *shares   excluding abstentions

3. CONDITIONS PRECEDENT AND REMAINING SALIENT DATES AND TIMES

  Shareholders will be advised once all the conditions precedent, as set out in the Circular, have been
  fulfilled.

  A finalisation announcement will be made in due course based on the indicative dates and times detailed
  in the Circular.

4. INDEPENDENT BOARD RESPONSIBILITY STATEMENT

  The Board, including the Independent Board, accepts responsibility for the information contained in this
  announcement and, to the best of their collective knowledge and belief, the information contained in this
  announcement is true and this announcement does not omit anything likely to affect the importance of the
  information.

CAPE TOWN
26 September 2019




FINANCIAL ADVISER AND TRANSACTION SPONSOR TO INGENUITY
Investec Bank Limited


LEGAL ADVISER TO INGENUITY
Webber Wentzel


INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited


INDEPENDENT REPORTING ACCOUNTANT AND AUDITOR TO INGENUITY
Mazars


SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 26/09/2019 04:31:00
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