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METTLE INVESTMENTS LIMITED - Results of General Meeting

Release Date: 24/11/2020 16:52
Code(s): MLE     PDF:  
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Results of General Meeting

Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
(“Mettle” or the “Company”)

Mantessa Equities Proprietary Limited                     Granadino Investments Proprietary Limited
(Incorporated in the Republic of South Africa)            (Incorporated in the Republic of South Africa)
(Registration number: 2015/358994/07)                     (Registration number: 1984/002514/07)
(“Mantessa”)                                              (“Granadino”)

The Trustees of the Peridot Trust
Master’s Reference Number IT432/2010

                      (Mantessa, Granadino and Peridot collectively the “Offerors”)


1.     Introduction

1.1.      Shareholders are referred to the Firm Intention Announcement released on the Stock Exchange
          News Service (“SENS”) by Mettle and the Offerors on 11 September 2020 and the
          announcement confirming the posting of the Circular to Shareholders, dated 19 October 2020.

1.2.      As contemplated in these announcements, the General Meeting was duly held at 10:00 on
          Monday, 23 November 2020 and was hosted and conducted entirely in electronic format.

1.3.      Capitalised words and phrases in this announcement shall, unless the context indicates
          otherwise, bear the same meanings ascribed thereto in the Circular.

2.     Results of the General Meeting

2.1.      Shareholders are hereby advised that all the Resolutions set out in the Notice of General
          Meeting were proposed and passed by the requisite majority of Shareholders entitled to vote.

2.2.      The total number of Mettle ordinary shares in issue is 247 174 375 shares, of which 32 909 435
          were Scheme Shares which were entitled to vote. The total number of Scheme Shares voted
          at the General Meeting were 19 319 847, representing 58.71% of the Scheme Shares which
          were entitled to vote.

2.3.      Details of the results of the voting at the General Meeting are as follows:

           Resolutions                             Shares voted             Votes       Votes For     Votes
                                                                          Abstained                  Against

                                                 Number       % (1)        % (1)          % (2)        % (2)
         Special Resolution                  19 319 847       58.71         0.01          95.48         4.52
         Approval of the Scheme
         Ordinary Resolution                 19 319 847       58.71         0.01          95.48         4.52
         Authority granted to Directors
         or Company Secretary

         1.   As a percentage of the Scheme Shares entitled to vote.
         2.   As a percentage of Scheme Shares voted

3.     Conditions Precedent to the Scheme

3.1.    Shareholders will be advised once all the Scheme Conditions Precedents, as set out in the
        Circular, have been fulfilled (or waived, to the extent possible).

3.2.    A finalisation announcement will be made in due course, based on the indicative salient dates
        and times detailed in the Circular.

4.     Exercise by Dissenting Shareholders of Appraisal Rights

4.1.    As detailed in the Circular and the Notice of the General Meeting, Shareholders wishing to
        exercise their Appraisal Rights (“Dissenting Shareholders”) were required to, inter alia,
        provide the Company with a written Notice of Objection before the General Meeting.

4.2.    The following Notice(s) of Objection were received by the Company prior to the General

         Dissenting Shareholders                        Number of Mettle            Number of Shares
                                                          Shares held              voted against, as %
                                                                                     of issued Mettle

         Breede Coalitions (Pty) Ltd                          500 000                      0.20%

         Standard Bank Nominees (RF) (Pty) Ltd                302 799                      0.12%
         (Wahoo Investments (Pty) Ltd)

         BNS Nominees (RF) (Pty) Ltd                           69 828                      0.03%
         (Nicolas James Krige) 

         Total                                                872 627                      0.35%

         All Dissenting Shareholders attended the General Meeting and voted against the Scheme

5.     Responsibility Statement

        The Independent Board accepts responsibility for the information contained in this
        announcement as it pertains to Mettle. To the best of the Independent Board's knowledge and
        belief, the information contained in this announcement as it pertains to Mettle is true and nothing
        has been omitted which is likely to affect the importance of such information.

Cape Town
24 November 2020

  Joint Corporate Advisor and Designated Advisor            Joint Corporate Advisor
            Questco Proprietary Limited            Mettle Corporate Finance Proprietary Limited

          Legal Advisor to the Company                    Legal Advisor to the Offerors
                     RH Legal                      Edward Nathan Sonnenbergs Inc t/a ENSafrica

               Independent Expert
        Nodus Capital TS Proprietary Limited

Date: 24-11-2020 04:52:00
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