SEPHAKU HOLDINGS LIMITED - Submission of Resolutions to SepHold Shareholders in terms of section 60 of the Companies Act

Submission of Resolutions to SepHold Shareholders in terms of section 60 of the Companies Act

Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
ISIN: ZAE000138459
(“SepHold” or "the Company")

SUBMISSION OF RESOLUTIONS TO SEPHOLD SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES
ACT, 2008 (ACT 71 of 2008), AS AMENDED (“the Act”)

In SepHold’s interim financial results released on 14 November 2019 for the period ended 30
September 2019, shareholders were advised of the Company’s intention to undertake a rights
offer to raise approximately R50 million in order to reduce the Company and its subsidiaries’ (“the
Group”) net debt levels. The decision is aligned to the SepHold board of directors’ (“the Board)
focus on prudent debt management which is necessary to ensure the Group’s continued
compliance with debt covenants imposed by its lenders.

To that effect, shareholders are further advised that the Board has resolved to submit ordinary
resolutions to them to ensure that it is authorised to issue the Company’s ordinary shares pursuant
to a partially underwritten renounceable rights offer (“the Proposed Rights Offer”) to be
implemented during the first quarter of 2020. Although in terms of JSE Listings Requirements,
shareholders’ approval is not required for a company to undertake an issue of shares for cash
pursuant to a rights offer, clause 8.7 of the Company's Memorandum of Incorporation (“MOI”)
contains a more stringent regime that requires shareholders’ approval for any issue of shares
whether pursuant to a rights offer or otherwise.

The general authority for the issue of shares for cash obtained at the Company’s annual general
meeting held on 12 September 2019, does not suffice because certain parameters and limitations
contained in that general authority are unsuitable for purposes of the Proposed Rights Offer.
Accordingly, the Board requires an additional and specific authority from its shareholders to
undertake the Proposed Rights Offer. In terms of section 60 (1) of the Companies Act (“the Act”),
a resolution that could be voted on at a shareholder meeting may instead be submitted for
consideration to the shareholders entitled to exercise voting rights in relation to the resolution.
The resolution may be voted on in writing within 20 (twenty) business days following the
submission of the resolution, by shareholders entitled to exercise voting rights.

Section 60 (2) of the Act provides that a resolution contemplated in terms of section 60 (1) of the
Act will have been adopted, if it is supported by shareholders entitled to exercise sufficient voting
rights for it to have been adopted at a properly constituted shareholders’ meeting.
Therefore, if the resolutions authorising issue of the Company’s ordinary shares are adopted, they
will have the same effect as if they were approved by voting at a shareholders’ meeting. The record
date for determining the shareholders entitled to vote on the proposed ordinary resolutions in
terms of the written consent was Friday, 6 December 2019.

A notice, constituting the proposed ordinary resolutions, a voting form and a form of proxy (“the
Notice”), has been distributed to shareholders today, 13 December 2019 and an electronic copy
of the Notice is available on SepHold’s website: http://sephakuholdings.com/.


Centurion
13 December 2019
_________________________________________________________________________________________________________
Enquiries contact: Sakhile Ndlovu                      Sephaku Holdings                Investor Relations               012 612 0210
Sponsor to Sephaku Holdings: Questco Corporate Advisory (Pty) Ltd
About Sephaku Holdings Limited

Sephaku Holdings Limited (“SepHold”) is a building and construction materials company with a portfolio of investments in the cement sector in
South Africa. The company’s core investments are a 36% stake in Dangote Cement South Africa (Pty) Ltd (Sephaku Cement) and 100% in Métier
Mixed Concrete (Pty) Ltd. The strategy of SepHold is to generate growth and realise value for shareholders through the production of cement and
ready mixed concrete in Southern Africa.

www.sephakuholdings.com

Date: 13-12-2019 03:22:00
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