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Results of The General Meeting of Andulela Shareholders
Andulela Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
JSE share code: AND ISIN: ZAE000172870
("Andulela" or "the Company")
Newshelf 1005 Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/028867/07)
("Newshelf" or "the Offeror")
Results of the General Meeting of Andulela Shareholders
1. Introduction
1.1 Unless otherwise indicated, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the circular
dated 20 March 2020 ("Circular"), which was emailed to shareholders and
made available on the Company's website: www.andulelaholdings.com.
1.2 Shareholders are referred to the joint Firm Intention Announcement
released on SENS on 14 February 2020 and the Circular regarding an offer to
acquire all the issued ordinary shares in Andulela, other than the shares
held by Newshelf or related parties.
2. Results of the General Meeting
2.1 The Andulela Board is pleased to announce that, pursuant to the General
Meeting held on Tuesday, 21 April 2020, all the resolutions as contained in
the notice of General Meeting which formed part of the Circular, were passed
by the requisite majority of Andulela Shareholders entitled to vote.
2.2 The results of the resolutions proposed at the General Meeting are set out
below:
Total number % of votes % of votes
of Andulela for the against the %
Resolution Shares voted resolution resolution abstention
Special
Resolution 1
Approval of the
Scheme in terms
of sections 114
and 115 of the
Companies Act 1 711 922 100 - -
Special
Resolution 2
Revocation of
Special Resolution
Number 1 In
Terms of Section
164(9)(C) of the
Companies Act 1 711 922 94,15 - 5,85
Ordinary
Resolution 1
Authorisation of
directors 1 711 922 100 - -
Ordinary
Resolution 2
Approval for the
Delisting in terms
of paragraphs
1.15(a) and 1.16
of the Listings
Requirements 1 711 922 100 - -
2.3 Shareholders are advised that:
2.3.1 The total number of Andulela Shares in issue as at the date of the
General Meeting was 87 644 836. Andulela has no treasury shares;
2.3.2 The Offeror and related parties hold 84 910 555 or 96,88% of the issued
ordinary shares of Andulela and were excluded from voting. The total ordinary
shares held by minority shareholders and entitled to vote at the General
Meeting amounted to 2 734 281 ordinary shares; and
2.3.3 The total number of Andulela Shares that were present in
person/represented by proxy and entitled to vote on the Special and Ordinary
Resolutions at the General Meeting was 1 711 922, being 1,95% of the total
number of Andulela Shares in issue and 62,61% of the total number of
Andulela Shares entitled to vote at the General Meeting.
3. Conditions Precedent
3.1 As a result of section 115(3)(a) of the Companies Act not being
applicable, the passing of the above resolutions fulfils the Condition
Precedent set out in paragraph 3.3.1 of the Circular.
3.2 No Shareholders have (i) given notice objecting to the Scheme, or (ii)
exercised their Appraisal Rights. In addition, the percentage of Andulela
Shares that voted against the Scheme Resolution did not exceed 15% of the
Andulela Shares in issue. Accordingly, the Condition Precedent set out in
paragraph 3.3.1 of the Circular has been fulfilled.
4. Dates
Since all the resolutions have been passed with the requisite majority the
following events and dates are applicable:
2020
Offer opens Wednesday, 22 April
Finalisation Date announcement expected
to be published on SENS on or about Monday, 4 May
Finalisation Date announcement expected
to be published in the press on or about Tuesday, 5 May
Expected Scheme LDT, being the last day to
trade Andulela Shares on the JSE in order
to be recorded in the Register to receive
the Scheme Consideration, on Tuesday, 12 May
Suspension of listing of Andulela Shares
on the JSE expected to take place at the
commencement of trade on Wednesday, 13 May
Expected Scheme Consideration Record Date,
being the date on which Scheme Participants
must be recorded in the Register to receive
the Scheme Consideration, by close of trade on Friday, 15 May
Expected Implementation Date of the Scheme Monday, 18 May
Expected payment and delivery of Scheme
Consideration Monday, 18 May
Expected termination of listing of Andulela
Shares at commencement of trade on the JSE Tuesday, 19 May
The board of directors of the Company, individually and collectively
accepts full responsibility for the accuracy of the information contained
in this announcement. In addition, the board of directors of the Company
certifies that to the best of its knowledge and belief, the information
contained in this announcement solely pertaining to the Company is true
and, where appropriate, does not omit anything that is likely to affect
the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information has been made.
Johannesburg
21 April 2020
Corporate Finance Advisor and Transaction Sponsor to Andulela
Bridge Capital
Legal Advisors to Andulela
Chris Boulle Inc
Date: 21-04-2020 05:30:00
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