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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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