Wrap Text
Results of the general meeting of Accentuate Shareholders
ACCENTUATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/029691/06)
JSE Share code: ACE ISIN: ZAE000115986
(“Accéntuate” or “the Company”)
RESULTS OF THE GENERAL MEETING OF ACCENTUATE SHAREHOLDERS
1. Results of the General Meeting
Accéntuate shareholders (“Shareholders”) are advised that at the general meeting of
Shareholders of the Company held on Friday, 22 November 2019 (“General Meeting”), the special
and ordinary resolutions, as set out in the notice of General Meeting forming part of the circular
to Shareholders dated 25 October 2019, were passed by the requisite majority of votes of
shareholders present in person or represented by proxy.
Shareholders are advised that, prior to the General Meeting, the Company received a dissenting
Shareholder’s notice in terms of Section 164(3) of the Companies Act, 2008 as amended. The
dissenting Shareholder holds 5,250,000 ordinary shares in the authorised and issued share capital
of the Company, equal to 3.77% of the issued share capital. The dissenting Shareholder was
present by proxy and voted against all of the resolutions, as set out in the notice of General
Meeting forming part of the circular to Shareholders dated 25 October 2019. The Company will
now engage with the dissenting Shareholder in terms of the procedure as set out in section 164
of the Companies Act, 2008 (“the Act”).
The total number of shares present/represented, including proxies, entitled to vote at the
General Meeting was 96,139,108 ordinary shares or 68.97% of Accéntuate’s issued ordinary share
capital as at Friday, 15 November 2019, being the record date to be eligible to vote at the General
Meeting.
The voting results were as follows:
TOTAL VOTING RIGHTS EXERCISED VOTING RIGHTS
ABSTAINED
RESOLUTION FOR AGAINST NUMBER % (2) % (2)
(%) (%) (1)
(1)
Special Resolution Number 1 Approval of 94.4 5.54 96,127,598 71.71 0.01
the Specific Repurchase 6
Special Resolution Number 2 (3) (3) (3) (3) (3)
Revocation of Special Resolution number 1
Special Resolution Number 3 Approval of 89.2 10.79 49,243,398 53.25 0.01
the Subordinated Convertible Loan 1
Agreements
Special Resolution Number 4 Approval of 94.4 5.53 96,127,598 68.97 0.01
the conversion of the loans 7
Ordinary Resolution Number 1 To place 94.4 5.54 96,127,598 68.97 0.01
unissued shares under the Directors’ control 6
Ordinary Resolution Number 2 General 94.4 5.52 96,127,598 68.97 0.01
authority granted to Directors 8
Notes:
1. As a percentage of voting rights exercised
2. As a percentage of total voteable rights
3. Special Resolution number 2 was not required as Special Resolution Number 1 was passed and the shareholding of
the dissenting shareholder did not meet the threshold of 10% as required in Special Resolution number 2
2. The provisions of section 164 will now be given effect to as indicated hereunder.
3. Revised salient dates and times for the dissenting minority shareholders are as follows -
2019
Last day for Accentuate minority shareholders who voted against the Friday, 6 December
Specific Repurchase to require Accentuate to seek court approval for
the Specific Repurchase in terms of section 115(3)(a) of the
Companies Act, on:
Last day to send notice of adoption of special resolutions to dissenting Friday, 6 December
shareholders in accordance of section 164 of the Companies Act:
Last day for Accentuate minority shareholders who voted against the Friday, 6 December
Specific Repurchase to apply to court for leave to apply for a review of
the Specific Repurchase in terms of section 115(3)(b) of the
Companies Act:
Johannesburg
22 November 2019
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Date: 22/11/2019 04:46:00
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.