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THE FOSCHINI GROUP LIMITED - Results of extraordinary general meeting of shareholders

Release Date: 16/07/2020 10:48
Code(s): TFG     PDF:  
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Results of extraordinary general meeting of shareholders

THE FOSCHINI GROUP LIMITED
Registration number: 1937/009504/06
Code: TFG
ISIN: ZAE000148466
(“TFG” and “Group”)

Results of extraordinary general meeting of shareholders

TFG advises its shareholders (“TFG Shareholders”) that, at TFG’s extraordinary general
meeting (“EGM”) of the TFG Shareholders held today, all of the ordinary and special
resolutions as set out in the circular issued by the TFG dated 18 June 2020 (“Resolutions”)
were approved by the requisite majority of votes exercised thereon by the TFG Shareholders.

The Resolutions as set out in the notice of the EGM forming part of the Group’s circular to
TFG shareholders, posted on Thursday, 18 June 2020 relate to TFG's board proposal to seek
approval from the TFG Shareholders that would, inter alia, authorise the directors to be
able to issue new shares, in the unissued authorised share capital of TFG, to raise equity
capital by way of a rights offer (“Rights Offer”).

TFG's total number of shares in issue eligible to vote comprised 235,676,215 ordinary
shares and the total number of shares present or represented, including by proxy, at the
EGM was 181,710,864, representing 77.1% of TFG's issued shares eligible to vote as at
Friday, 10 July 2020 being the voting record date.

The voting results of the Resolutions were as follows:

                                       Total shares voted            Total shares in issue
                                                                        eligible to vote

                                For         Against       Total       Shares      Shares
                                (%)           (%)        (number)      voted     abstained
                                                                        (%)         (%)

Special resolution number     99.02%         0.98%     181,562,988    77.04%       0.05%
1 – Authority of the board
to issue the Rights Offer
shares specifically for
the purposes of
implementing the rights
offer
Ordinary resolution number    98.77%         1.23%     181,562,867    77.04%       0.05%
1 – Placing of the Rights
Offer shares (in the
authorised but unissued
share capital of TFG)
under the control of the
board
Ordinary resolution number    94.96%         5.04%     181,558,917    77.04%       0.05%
2 – Election of director
appointed by the board (Mr
A D Murray)
Ordinary resolution number    99.89%         0.11%     181,559,817    77.04%       0.05%
3 – Election of director
appointed by the board (Mr
C Coleman)
Ordinary resolution number    99.35%         0.65%     181,562,919    77.04%       0.05%
4 – General authorisation



Important Notice

The information contained herein is not for release, publication or distribution, directly
or indirectly, in or into the United States, its territories or possessions, Canada,
Australia or Japan or any other jurisdiction in which the distribution or release would be
unlawful. This announcement is not and does not contain an offer of securities for sale or
a solicitation of an offer to purchase or subscribe for securities in any jurisdiction,
including the United States, Australia, Canada or Japan or any other state or jurisdiction
in which such release, publication or distribution would be unlawful. The securities to
which this announcement relates (the “Securities”) have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject to, registration under
the Securities Act. There will be no public offer of the Securities in the United States.
Subject to certain exceptions, the Securities may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident or citizen
of such countries.

This announcement is only being distributed to and is only directed at: (i) persons who are
outside the United Kingdom; or (ii) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of
the Order; or (iv) persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").     The rights offer shares are
only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such rights offer shares will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this announcement or any
of its contents.

In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129, as amended or superseded (the “Prospectus
Regulation”), this announcement is only addressed to and is only directed at qualified
investors in that member state within the meaning of the Prospectus Regulation.

Neither this announcement nor the Rights Offer constitutes an ‘‘offer to the public’’ in
South Africa in terms of the South African Companies Act No. 71 of 2008, as amended (the
“Companies Act”). As a result, this announcement does not comply with the substance and
form requirements for a prospectus set out in Companies Act and the South African Companies
Regulations of 2011, and has not been approved by, and/or registered with, the with the
South African Companies and Intellectual Property Commission or any other South African
authority.

The information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary
Services Act, 2002 (the “FAIS Act”) and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction in respect of the Rights
Offer Shares or in relation to the business or future investments of the Group, is
appropriate to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in South Africa. TFG
is not a financial services provider licensed as such under the FAIS Act.

Cape Town
16 July 2020

Sponsor:
UBS South Africa Proprietary Limited

Date: 16-07-2020 10:48:00
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