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STEFANUTTI STOCKS HOLDINGS LIMITED - Posting of circular and resolution of shareholders in terms of section 60 of the Companies Act

Release Date: 23/07/2020 15:30
Code(s): SSK     PDF:  
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Posting of circular and resolution of shareholders in terms of section 60 of the Companies Act

Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK
ISIN: ZAE000123766
(“Stefanutti Stocks” or “the company” or “the group”)


POSTING OF CIRCULAR AND RESOLUTION OF SHAREHOLDERS IN TERMS OF SECTION 60
OF THE COMPANIES ACT


INTRODUCTION


On Friday, 29 May 2020, Stefanutti Stocks announced that its annual reporting periods will, as a
consequence of the impact of COVID-19, be extended in line with the market notice issued by the
Financial Sector Conduct Authority on 3 April 2020 and the related JSE Limited guidance issued on
the impact of COVID-19 on financial reporting. As a result of the extension of the Stefanutti Stocks
annual reporting periods, the date of holding the annual general meeting of the company for the year
ended 29 February 2020 (“2020 AGM”) is consequently expected to be after August 2020, which is
the month during which the annual general meeting of the Company would ordinarily be held.
Shareholders will be notified of the date and details of the 2020 AGM in due course via the Stock
Exchange News Service operated by the JSE Limited (“SENS”).


In August 2018, shareholders approved the provision of financial assistance by the company in terms
of sections 44 and 45 of the Companies Act, 71 of 2008, as amended (“Companies Act”) pursuant to
special resolution number 3 which was voted on and adopted by the requisite majority of shareholders
at the annual general meeting held on 8 August 2018 (the “Financial Assistance Authority”). The
Financial Assistance Authority was approved on the basis that it would endure until the 2020 AGM in
line with the Companies Act, which requires the provision of financial assistance by a company to be
approved by way of a special resolution adopted within the previous 2 (two) years. The 2 (two) year
period for the subsistence of the Financial Assistance Authority is expected to expire on 8 August
2020, before the date of the 2020 AGM.


Given that the Financial Assistance Authority will expire on 8 August 2020 as a result of the 2020
AGM occurring later than intended due to the unforeseen delays arising from the COVID-19 pandemic
and the related extension of the annual reporting periods of the company, the Stefanutti Stocks board
of directors has resolved to propose a financial assistance resolution for adoption by shareholders in
terms of section 60 of the Companies Act to ensure that (if the resolution is adopted), Stefanutti
Stocks has the requisite financial assistance shareholder authorisations (in terms of sections 44 and
45 of the Companies Act) in place following the expiry of the Financial Assistance Authority until the
2020 AGM.
In terms of section 60 of the Companies Act, a resolution submitted to shareholders as contemplated
in section 60(1) of the Companies Act must be voted on by shareholders entitled to exercise voting
rights in respect thereof within 20 business days from the date on which it is submitted to them and
will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to
have been adopted as an ordinary or special resolution, as the case may be, at a properly constituted
shareholders' meeting and, if adopted, has the same force and effect as if it had been approved by
voting at a shareholders' meeting.


Accordingly, Stefanutti Stocks has distributed a circular ("Circular") to shareholders today which
contains the full details of the new financial assistance authority proposed to shareholders including
inter alia a written resolution to be submitted to Shareholders in terms of section 60 of the Companies
Act. The Circular is also available to be viewed on the Stefanutti Stocks website at
stefanuttistocks.com. The capitalised terms used in this announcement, unless otherwise defined
herein, bear the meanings ascribed to them in the Circular.


SALIENT DATES AND TIMES AND VOTING


The record date for the purpose of voting on the Written Resolution (being the date on which inter alia
a shareholder had to be registered in the Stefanutti Stocks securities register in order to vote on the
Written Resolution) was Friday, 14 July 2020 ("Record Date") and voting on the Written Resolution
shall commence on Thursday, 23 July 2020 and end on Friday, 21 August 2020.


The percentage of voting rights required for the Written Resolution to be adopted is at least 75% of all
voting rights entitled to be exercised on the Written Resolution exercised in favour thereof within 20
(twenty) business days after the resolution was submitted to shareholders. Notwithstanding this, the
Written Resolution shall be adopted and become effective in accordance with section 60 of the
Companies Act as soon as 75% of all voting rights that are entitled to be exercised on the Written
Resolution are exercised in favour thereof, which may be sooner than the date on which voting on the
Written Resolution closes, being Friday, 21 August 2020.


Dematerialised shareholders who have elected own-name registration in the sub-register through a
Central Securities Depository Participant ("CSDP") should complete and return the Form of Written
Consent attached to the Circular as Annexure A and lodge it with the transfer secretaries of the
company, Computershare Investor Services Proprietary Limited (“Transfer Secretary”) to be received
as soon as possible but not later than 12:00 (SAST) on Friday, 21 August 2020. Due to the impact of
COVID-19 and based on the established guidelines issued by the South African authorities with
regard to social distancing and related COVID-19 prevention protocols, dematerialised shareholders
who have elected own-name registration are strongly encouraged to exercise their voting rights by
emailing   their   completed     Form     of   Written   Consent     to   the   Transfer    Secretary     at
proxy@computershare.co.za as soon as possible.
Shareholders who have dematerialised their shares through a CSDP or broker rather than through
own name registration are requested to furnish their CSDP or broker with their instruction for voting
on the Written Resolution as soon as possible but not later than 12:00 (SAST) on Friday, 21 August
2020, subject to the terms and conditions of the agreement entered into between them and their
CSDP or broker.


Stefanutti Stocks does not accept responsibility, and will not be held liable, under any applicable law
or regulation or otherwise, for any action of, or omission by, any CSDP or broker including, without
limitation, any failure on the part of the CSDP or broker of any beneficial owner of shares to notify
such beneficial owner of the matters set forth in this announcement or the Circular.


Shareholders are advised to consider the Circular in detail, which contains additional information in
relation to the adoption of the Written Resolution.




23 July 2020
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited
Legal advisor: Webber Wentzel

Date: 23-07-2020 03:30:00
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