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ECSPONENT LIMITED - Results of General Meetings and finalisation announcement

Release Date: 27/05/2020 17:09
 
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Results of General Meetings and finalisation announcement

ECSPONENT LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSD
("the Company" or "Ecsponent")

CURRENT PREFERENCE SHARES LISTED AS DEBT INSTRUMENTS                     NEW PREFERENCE SHARES TO BE
                                                                         LISTED AS HYBRID INSTRUMENTS
Class A Preference             Series          JSE Code   ISIN           New JSE      New ISIN
Shares                         Number                                    Code (1)     (2)
Ecsponent Pref Share   A2      2               ECSP4      ZAE000202495
Ecsponent Pref Share   A3      3               ECSP7      ZAE000210480
Ecsponent Pref Share   A4      4               ECSP10     ZAE000217196
Ecsponent Pref Share   A5      5               ECSP13     ZAE000244844
Class B Preference             Series          JSE Code   ISIN
Shares                         Number
Ecsponent Pref Share   B2      2               ECSP5      ZAE000202503
Ecsponent Pref Share   B3      3               ECSP8      ZAE000210498
Ecsponent Pref Share   B4      4               ECSP11     ZAE000214441
Ecsponent Pref Share   B5      5               ECSP14     ZAE000221362
Ecsponent Pref Share   B6      6               ECSP17     ZAE000229878
Ecsponent Pref Share   B7      7               ECSP20     ZAE000241717
Ecsponent Pref Share   B8      8               ECSP23     ZAE000246112
Ecsponent Pref Share   B9      9               ECSB9      ZAE000250049
Ecsponent Pref Share   B10     10              ECSB10     ZAE000255675
Ecsponent Pref Share   B11     11              ECSB11     ZAE000258844
Ecsponent Pref Share   B12     12              ECSB12     ZAE000263257
Ecsponent Pref Share   B13     13              ECSB13     ZAE000268371
Ecsponent Pref Share   B14     14              ECSB14     ZAE000273157
Ecsponent Pref Share   B15     15              ECSB15     ZAE000280939
Class C Preference                             JSE Code   ISIN
Shares
Ecsponent Pref Share   C2      2               ECSP6      ZAE000202511
Ecsponent Pref Share   C3      3               ECSP9      ZAE000210506
Ecsponent Pref Share   C4      4               ECSP12     ZAE000218525
Ecsponent Pref Share   C5      5               ECSP15     ZAE000222501
Ecsponent Pref Share   C6      6               ECSP18     ZAE000231205
Ecsponent Pref Share   C7      7               ECSP21     ZAE000241725
Ecsponent Pref Share   C8      8               ECSP24     ZAE000246757
Class D Preference                             JSE Code   ISIN
Shares
Ecsponent Pref Share   D1      1               ECSD1      ZAE000250148
Ecsponent Pref Share   D2      2               ECSD2      ZAE000254389
Ecsponent Pref Share   D3      3               ECSD3      ZAE000258851
Ecsponent Pref Share   D4      4               ECSD4      ZAE000263265   ECSD        ZAE000287173
Ecsponent Pref Share   D5      5               ECSD5      ZAE000268389
Ecsponent Pref Share   D6      6               ECSD6      ZAE000273140
Ecsponent Pref Share   D7      7               ECSD7      ZAE000277620
Ecsponent Pref Share   D8      8               ECSD8      ZAE000280291
Class E Preference                             JSE Code   ISIN
Shares
Ecsponent Pref Share   E1      1               ECSE1      ZAE000250155
Ecsponent Pref Share   E2      2               ECSE2      ZAE000254397
Ecsponent Pref Share   E3      3               ECSE3      ZAE000258869
Ecsponent Pref Share   E4      4               ECSE4      ZAE000263281
Ecsponent Pref Share   E5      5               ECSE5      ZAE000268363
Ecsponent Pref Share   E6      6               ECSE6      ZAE000273132
Ecsponent Pref Share   E7      7               ECSE7      ZAE000280947
Class G Preference                             JSE Code   ISIN
Shares
 Ecsponent Pref Share G1       1                  ECSG1            ZAE000250163
 Ecsponent Pref Share G2       2                  ECSG2            ZAE000258877      ECSG             ZAE000287199
 Ecsponent Pref Share G3       3                  ECSG3            ZAE000263307
 Ecsponent Pref Share G4       4                  ECSG4            ZAE000273124
 (collectively “Current Preference Shares”)                                          (“Amended Preference Shares”)

 RESULTS OF GENERAL MEETINGS AND FINALISATION ANNOUNCEMENT RELATING TO THE TRANSFER OF
 CERTAIN DEBT INSTRUMENTS TO HYBRID INSTRUMENTS AND THE CONVERSION OF CERTAIN PREFERENCE
 SHARES TO ORDINARY SHARES


RESULTS OF GENERAL MEETINGS

Ordinary and Class A, B, C, D, E and G preference shareholders (“Security Holders”) are referred to the announcement
released on SENS on 28 April 2020, and the subsequent declaration announcement released on SENS on 19 May 2020, relating
to the proposed amendments to the Company’s Memorandum of Incorporation (“MOI Amendments”).

The general meetings of Security Holders were held on 27 May 2020 ("General Meetings”) and the results of the voting are
set out below.

Reference to “Requisite Majority” means:

i)     for all general meetings by Security Holders, at the relevant general meeting:
     •       at least 75% of the votes cast in favour of the special resolution to approve the MOI Amendments, in person or by
             proxy; and
     •       a simple majority of the votes cast in favour of the ordinary resolution providing directors with the authority to
             implement the MOI Amendments, in person or by proxy.

ii) In addition, for a general meeting of a class of preference shareholders, preference shareholders holding not less than
    66.67% of the value of the specific class of preference shares (“Preference Share Value”).

GENERAL MEETING OF ORDINARY SHAREHOLDERS:

The Requisite Majority of ordinary shareholders approved the special and ordinary resolutions tabled at the relevant general
meeting.

The total number of Ecsponent ordinary shares in issue is 1 085 555 364 of which 687,927,114 shares were voted at the general
meeting, representing 63.37%.

Resolutions                                           Shares voted                       Votes           Votes        Votes
                                                                                     Abstained       In favour       Against
                                                       Number           % (1)           % (1)            % (2)        % (2)
Special resolution number 1                         687,927,114         63.37                0           99.71          0.29
Approval of the MOI Amendments
Ordinary resolution number 1                        687,927,114          63.37                0          99.71          0.29
Directors’ authorising resolution

GENERAL MEETING OF CLASS A PREFERENCE SHAREHOLDERS

The Requisite Majority of Class A preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.

The total number of Class A preference shares in issue is 721,737 shares of which 313,673 shares were voted at the general
meeting of the Class A preference shareholders, representing 43.46%.

The total Preference Share Value of Class A preference shares is R72,729 437.49 and the value voted was R31,608,828.21,
representing 43.46%.

Results of voting by number of Class A preference shares:

Resolutions                                           Shares voted                       Votes           Votes        Votes
                                                                                     Abstained       In favour       Against
                                                        Number          % (1)           % (1)            % (2)        % (2)
Special resolution number 1                             313,673         43.46                0           89.42         10.58
Approval of the MOI Amendments
Ordinary resolution number 2                             313,673         43.46                0          82.20         17.80
Directors’ authorising resolution

Results of voting by Preference Share Value of Class A preference shares:
Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                      Number          % (1)           % (1)            % (3)        % (3)
Special resolution number 1                           313,673         43,46                0           38,86           4,6
Approval of the MOI Amendments


GENERAL MEETING OF CLASS B PREFERENCE SHAREHOLDERS

The Requisite Majority of Class B preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.

The total number of Class B preference shares in issue is 5,927,807 shares of which 3,260,932 shares were voted at the general
meeting of Class B preference shareholders, representing 55.01%.

The Preference Share Value of Class B preference shares is R774,163,348.71 and the value voted was R420,458,234.66,
representing 54.31%.

Results of voting by number of Class B preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (2)        % (2)
Special resolution number 1                         3,260,932         55.01                0           93.94          6.06
Approval of the MOI Amendments
Ordinary resolution number 2                        3,260,932          55.01              0.26          89.75          9.99
Directors’ authorising resolution

Results of voting by Preference Share Value of Class B preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (3)        % (3)
Special resolution number 1                         3,260,932         54.31                0            51.2          3.11
Approval of the MOI Amendments


GENERAL MEETING OF CLASS C PREFERENCE SHAREHOLDERS

The Requisite Majority of Class C preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.

The total number of Class C preference shares in issue is 7,097,414 shares of which 4,415,805 shares were voted at the general
meeting of Class C preference shareholders, representing 62,22%.

The Preference Share Value of Class C preference shares is R717,193,684.70 and the value voted was R446,217,095.25,
representing 62.22%.

Results of voting by number of Class C preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (2)        % (2)
Special resolution number 1                         4,415,805         62.22             0.23           92.92          6.85
Approval of the MOI Amendments
Ordinary resolution number 2                        4,003,899          56.41              0.23          90.67          9.10
Directors’ authorising resolution

Results of voting by Preference Share Value of Class C preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (3)        % (3)
Special resolution number 1                         4,415,805         62.20             0.14           57.81          4.25
Approval of the MOI Amendments



GENERAL MEETING OF CLASS D PREFERENCE SHAREHOLDERS
The Requisite Majority of Class D preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting.

The total number of Class D preference shares in issue is 5,105,216 shares of which 4,159,683 shares were voted at the general
meeting of Class D preference shareholders, representing 81.48%.

The Preference Share Value of Class D preference shares is R515,320,503.04 and the value voted was R419,878,402.02,
representing 81.48%.

Results of voting by number of Class D preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (2)        % (2)
Special resolution number 1                         4,159,683         81.48                0           98.09          1.91
Approval of the MOI Amendments
Ordinary resolution number 2                        4,159,683          81.48                 0          96.35          3.65
Directors’ authorising resolution

Results of voting by Preference Share Value of Class D preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (3)        % (3)
Special resolution number 1                         4,159,683         81.48                0           79.92          1.55
Approval of the MOI Amendments


GENERAL MEETING OF CLASS E PREFERENCE SHAREHOLDERS

The Requisite Majority of Class E preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting, however due to the receipt of notices under Section 164 of the Companies Act, 2008, it being a condition
precedent that no such notices should be received, the resolutions for Class E preference shares are not passed.

The total number of Class E preference shares in issue is 2,371,082 shares of which 2,015,756 shares were voted at the general
meeting of Class E preference shareholders, representing 85.01%.

The Preference Share Value of Class E preference shares is R239,099,908.88 and the value voted was R203,268,835.04,
representing 84.06%.

Results of voting by number of Class E preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (2)        % (2)
Special resolution number 1                         2,015,756         85.01             0.20           95.92          3.88
Approval of the MOI Amendments
Ordinary resolution number 2                        1,993,256          84.07              0.58          85.63         13.79
Directors’ authorising resolution

Results of voting by Preference Share Value of Class E preference shares:

Resolutions                                        Shares voted                        Votes           Votes        Votes
                                                                                   Abstained       In favour       Against
                                                     Number           % (1)           % (1)            % (3)        % (3)
Special resolution number 1                         2,015,756         84.06             0.17           80.64          3.26
Approval of the MOI Amendments


GENERAL MEETING OF CLASS G PREFERENCE SHAREHOLDERS

The Requisite Majority of Class G preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting.

The total number of Class G preference shares in issue is 60,275 shares of which 47,422 shares were voted at the general
meeting of Class G preference shareholders, representing 78.68%.

The Preference Share Value Class G preference shares is R6,027,706.25 and the value voted was R4,777,766.50, representing
78.68%.
Results of voting by number of Class G preference shares:

Resolutions                                          Shares voted                        Votes            Votes        Votes
                                                                                     Abstained        In favour       Against
                                                       Number          % (1)            % (1)             % (2)        % (2)
Special resolution number 1                             47,422         78.68                 0            97.89          2.11
Approval of the MOI Amendments
Ordinary resolution number 2                             47,422         78.68                  0           95.66          4.34
Directors’ authorising resolution

Results of voting by Preference Share Value of Class G preference shares:

Resolutions                                          Shares voted                        Votes            Votes        Votes
                                                                                     Abstained        In favour       Against
                                                       Number          % (1)            % (1)             % (3)        % (3)
Special resolution number 1                             47,422         78.68                 0            77.02          1.66
Approval of the MOI Amendments

Notes:
1.     As a percentage of total ordinary or class of preference shares, as applicable, in issue.
2.     As a percentage of ordinary or class of preference shares, as applicable, voted.
3.     As a percentage of the total value of the applicable class of preference shares in issue.

SUMMARY OF THE RESULTS OF THE GENERAL MEETINGS

The Requisite Majority of ordinary shareholders approved the special and ordinary resolutions tabled at the General Meetings.
However, the Requisite Majority of Class A, B and C preference shareholders did not approve the special resolutions tabled at
the General Meetings. Accordingly, Class A, Band C preference shares will be converted to ordinary shares (“Default
Conversion”) in terms of the timetable set out below.

In addition to the above, due to the conditionality associated with the special resolution in relation to the receipt of notices
under Section 164 of the Companies Act, 2008, Class A, B, C and E have been affected through the invoking of appraisal rights
and therefore Special Resolution 1 has not been carried in respect of Class A, B, C and E. Therefore, these classes will convert
to ordinary shares (“Default Conversion”) in terms of the timetable set out below.

The Requisite Majority of ordinary shareholders and Class D and G preference shareholders approved the special and ordinary
resolutions tabled at the General Meetings and the special resolution has been filed with CIPC for registration. Accordingly, the
terms applicable to the Current Preference Shares will be amended such that the Amended Preference Shares will no longer
classify as Debt Instruments but will classify as Hybrid Instruments in terms of the JSE Listings Requirements. The Amended
Preference Shares will be removed from Debt Instruments and transferred to Hybrid Instruments on the JSE List (“Transfer”).

It should be noted that the various classes of the Amended Preference Shares will be condensed and itemised under new share
codes and ISINs as set out in columns 1 and 2 above and timetable number 1 set out below will apply. Class A, B, C and E
preference shares will be converted to ordinary shares (“Default Conversion”) in terms of timetable number 2 below (“New
Ordinary Shares”).

RELEVANT SALIENT DATES AND TIMES

Timetable 1: Salient dates and times applicable to the Transfer of Class D and G Preference Shares

                                                                                                                        2020
 Last day to trade prior to the Transfer becoming effective                                                   Tuesday, 2 June

 Suspension of trading in the Current Preference Shares as Debt Instruments                                Wednesday, 3 June

 Commencement of trading in the Amended Preference Shares as Hybrid Instruments on                         Wednesday, 3 June
 the JSE List

 Record date for the Transfer (“Record Date”)                                                                   Friday, 5 June
 Accounts of current dematerialised preference shareholders with their CSDPs or Brokers                        Monday, 8 June
 will be updated, as applicable, with the Amended Preference Shares

 New share certificates relative to the Amended Preference Shares issued to current                            Monday, 8 June
 certificated preference shareholders, posted by registered post, at their risk
 Current Preference Shares removed from the JSE List at commencement of trade                                 Tuesday, 9 June

Timetable 2: Salient dates and times applicable to the Default Conversion of Class A, B, C and E Preference
Shares:
                                                                                                               2020
 Last day to trade prior to the Default Conversion becoming effective                                Tuesday, 2 June

 Suspension in trading in the Current Preference Shares                                           Wednesday, 3 June

 Commencement of trading in the New Ordinary Shares                                               Wednesday, 3 June

 Record date for the Default Conversion (“Record Date”)                                               Friday, 5 June
 Accounts of current dematerialised preference shareholders with their CSDPs or Brokers              Monday, 8 June
 will be updated, as applicable, with the New Ordinary Shares

 Share certificates relative to the New Ordinary Shares issued pursuant to the Default               Monday, 8 June
 Conversion to relevant certificated preference shareholders, posted by registered post, at
 their risk
 Current Preference Shares removed from the JSE List at commencement of trade                        Tuesday, 9 June

Note to timetables:
1. Preference shareholders may not dematerialise or rematerialise their Current Preference Shares between Tuesday,
   2 June 2020 and Friday, 5 June 2020, both dates inclusive.


For more information about this announcement or the Ecsponent group, email
investor.relations@ecsponent.com or visit www.ecsponentlimited.com/investor-relations.

The Company’s amended Memorandum of Incorporation is available for viewing on the Company’s website
https://www.ecsponentlimited.com/wp-content/uploads/2020/05/Ecsponent-Limited-Memorandum-of-Incorporation-MOI-
27-May-2020-1.pdf.

27 May 2020
Pretoria

Sponsor to Ecsponent
Questco Corporate Advisory (Pty) Ltd

Date: 27-05-2020 05:09:00
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