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Results of General Meeting and additional appointment to Remuneration Committee
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN: ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
(“Invicta” or “the Company”)
Results of General Meeting and additional appointment to Remuneration Committee
Invicta shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) and A2X News Service on 20 July 2020, in which they were advised, inter alia,
that the Company and its subsidiary, Humulani Marketing Proprietary Limited, which forms part of
the Capital Equipment Group (“CEG”) reporting segment, (or the "Seller") had entered into an
agreement dated 17 July 2020 ("Signature Date") with CNH Industrial SA Proprietary Limited, to
dispose of four businesses within CEG, for a cash consideration equal to the tangible net asset
value of the operations on the effective date, being approximately R507 million excluding interest
bearing debt as at 31 March 2020, plus an additional US$6 million goodwill (the "Disposal").
Shareholders are also referred to the announcement dated 14 August 2020 where they were
informed that Invicta had entered into a Subscription Agreement on 13 August 2020 with its Chief
Executive Officer, Steven Joffe, in terms of which he (or his associate, Sades Holdings (Pty) Ltd of
which he is a director, and a trustee and beneficiary of its sole shareholder, the Sades Family Trust)
will subscribe for, and the Company will issue, 3 000 000 ordinary shares at a Subscription Price
of R8.76 per share, for a total cash investment of R26 280 000 (“the Specific Issue”).
Full details of the Disposal and the Specific Issue were set out in the Circular published and
distributed on Thursday, 29 October 2020, and incorporating details of the General Meeting of
Shareholders for purposes of approving (with or without modification) the relevant resolutions to be
proposed thereat.
Capitalised terms used in this announcement that are not otherwise defined, bear the meanings
ascribed to them in the Circular.
Shareholders are advised that at the General Meeting of Shareholders held today, Friday, 27
November 2020, held entirely by electronic communication, all the resolutions required to be
passed in order to approve the Transactions were passed with overwhelming support from the
Shareholders.
The details of voting results for the proposed resolutions were as follows:
Total number of Invica shares entitled to vote is 106 952 915, net of treasury shares.
Total number of Invicta shares that were represented at the General Meeting: 71 689 440,
representing 67.09% of total number of Invicta shares that could have been voted at the General
Meeting.
Resolutions For Against Abstained, in Shares
relation to total voted
shares in issue
Ordinary Resolution Number
1: Approval of the Disposal
Number of shares 71 666 782 2 281 20 377 71 669 063
Percentage 100% 0.00% 0.02% 66.06%
Ordinary Resolution Number
2: Approval of the Specific
Issue in terms of paragraph
5.51(g) of the JSE Listings
Requirements and the
Company’s MOI
Number of shares 71 636 282 32 781 20 377 71 669 063
Percentage 99.95% 0.05% 0.02% 66.06%
Special Resolution Number
1: Approval of the Specific
Issue in terms of section
41(1) of the Companies Act
(2008)
Number of shares 71 636 282 32 781 20 377 71 669 063
Percentage 99.95% 0.05% 0.02% 66.06%
Ordinary Resolution Number
3: Authority granted to
Directors
Number of shares 71 639 782 29 281 20 377 71 669 063
Percentage 99.96% 0.04% 0.02% 66.06%
All the conditions precedent to the Specific Issue have therefore been fulfilled, with the exception
of JSE approval for the listing of the shares, which has been applied for.
The following conditions precedent related to the Disposal are still outstanding:
1. Competition Commission for Zimbabwe and Eswatini and any other regulatory approval; and
2. Approval to transfer operational contracts and leases to the Purchaser.
Shareholders are further advised that the Invicta’s board resolved on 26 November 2020 to appoint
Iaan van Heerden as an additional member of its remuneration committee.
Johannesburg
27 November 2020
Company Secretary: Lize Dubery
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 27-11-2020 04:15:00
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