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MAZOR GROUP LIMITED - Results of the general meeting of Mazor shareholders

Release Date: 07/01/2021 15:19
Code(s): MZR     PDF:  
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Results of the general meeting of Mazor shareholders

Mazor Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/017221/06)
Share code: MZR
ISIN: ZAE000109823
(“Mazor” or “the Company”)


RESULTS OF THE GENERAL MEETING OF MAZOR SHAREHOLDERS

1.       Introduction
     1.1 Unless otherwise indicated, capitalised words and terms contained in this announcement shall
         bear the same meanings ascribed thereto in the circular dated 4 December 2020 (“Circular”),
         which was distributed to Shareholders and made available on the Company’s website:
         www.mazor.co.za, and the Notice of General Meeting attached thereto.

     1.2 Shareholders are referred to the Firm Intention Announcement released on SENS on 3
         November 2020 and the Circular wherein they were advised of Mazor's firm intention to make
         an offer to the Mazor shareholders to repurchase their Mazor shares by way of a scheme of
         arrangement (“Scheme”), or if the Scheme fails, of the General Offeror's firm intention to
         make a general offer to purchase those Mazor shares in issue not already held by him
         (“General Offer”), and the proposed delisting of Mazor from the JSE (“Delisting”) collectively
         the “Proposed Transaction”).

2.       Results of the General Meeting
     2.1 As contemplated in the Firm Intention Announcement and in the Circular, the General
         Meeting was duly held at 09:00 today Thursday, 7 January 2021 and was hosted and
         conducted entirely by means of electronic communication.

     2.2 The Mazor Board hereby advises that Ordinary Resolution Number 1 (as set out in the Notice
         of General Meeting), being the resolution to approve the proposed Delisting of the Mazor
         Shares from the JSE, was duly approved by the requisite majority of Shareholders at the
         General Meeting.

     2.3 The Mazor Board also advises that Special Resolution Number 1 (as contained in the notice of
         General Meeting), being the resolution to approve the Scheme, was not approved by the
         requisite majority of Mazor Shareholders entitled to vote thereon, and therefore the Scheme
         is incapable of being rendered unconditional and lapses.

     2.4 As was communicated to Shareholders in the Notice of General Meeting, given that the
         Company did not receive any notice/s in terms of section 164(3) of the Companies Act (No 71
         of 2008), Special Resolution Number 2 was not put to the Shareholders at the General
         Meeting.

     2.5 Subject to the General Offer Conditions being fulfilled, the General Offer and the Delisting
         shall be implemented in accordance with the relevant terms as set out in the Circular.
      2.6 The results of the resolutions proposed at the General Meeting are set out below:

 Resolution                           Total number of        % of votes for         % of votes            % of
                                      Mazor Shares           the resolution         against the           abstentions
                                      voted                                         resolution
 Special Resolution 1                    20 469 879              12 617 882            7 851 997              1 000
 Approval of the Scheme                   18.72%                  61.64%                38.36%                 0%
 special resolution in
 accordance with sections
 48(8)(a), 48(8)(b), 114(1)(e)
 and 115(2)(a) of the
 Companies Act
 Special Resolution 2
 Revocation of special                        N/A                    N/A                   N/A                 N/A
 resolution number 1 if the
 Scheme does not become
 unconditional and is not
 continued*
 Ordinary Resolution 1                    20 469 879             12 617 882             7 851 997             1 000
 Approval for the Delisting in             18.72%                 61.64%                 38.36%                0%
 terms of paragraphs 1.14(a)
 of the Listings Requirements

* As was communicated to Shareholders in the Notice of General Meeting, given that the Company did not receive any
notice/s in terms of section 164(3) of the Companies Act (No 71 of 2008), Special Resolution Number 2 was not put to the
Shareholders at the General Meeting.

The following information is provided in compliance with the JSE Listings Requirements:

2.7     Shareholders are advised that:

2.7.1      The total number of Mazor Shares in issue as at the date of the General Meeting was 109
           351 442 of which 4 832 214 Mazor Shares constitute treasury shares;
2.7.2      The General Offeror, directly or indirectly, holds 24 337 604 or approximately 22% of the
           issued ordinary shares of Mazor and was excluded from voting on both Special Resolution
           Number 1 and Ordinary Resolution Number 1;
2.7.3      The Excluded Shareholders as disclosed in paragraph 20.2 of the Circular did not vote on the
           Scheme Resolution or the Delisting Resolution; and
2.7.4      The total number of Mazor Shares that were present in person/represented by proxy and
           entitled to vote on the special and ordinary resolutions at the General Meeting was 20 469
           879, being 18.72% of the total number of Mazor Shares in issue and 80.28% of the total
           number of Mazor Shares entitled to vote at the General Meeting.

3.       Dates

Being that the Scheme Resolution was not approved at General Meeting the following dates and times
are applicable to the General Offer:
 Expected finalisation announcement published on SENS                                                               Tuesday, 19 January
 Expected date of lodging an application for the termination of listing of the Shares on the JSE                    Tuesday, 19 January
 Expected finalisation announcement published in the South African press                                         Wednesday, 20 January
 First date on which the General Offer Consideration is expected to be sent by EFT or by cheque to General
 Offer Participants who are Certificated Shareholders who have lodged their 'Form of Acceptance and
 Transfer' (pink) with the Transfer Secretaries on or prior to the General Offer being declared wholly
                                                                                                                    Monday, 25 January
 unconditional, on or about
 First date on which Dematerialised General Offer Participants are expected to have their accounts with their
                                                                                                                    Monday, 25 January
 Broker or CSDP credited with the General Offer Consideration on or about

 Expected last day to trade to take up the General Offer                                                            Tuesday, 26 January
 Expected suspension of the listing of the Shares at the commencement of trade on the JSE                        Wednesday, 20 January
 Expected General Offer record date                                                                                   Friday, 29 January
 Expected General Offer Closing Date. Forms to be submitted by 12:00 on                                               Friday, 29 January
 Last date on which the General Offer Consideration is expected to be sent by EFT or by cheque to General
 Offer Participants who are Certificated Shareholders who have lodged their Form of Acceptance and Transfer
 (pink) with the Transfer Secretaries on or prior to the last day to trade to take up the General Offer, on or      Monday, 1 February
 about
 Last date on which Dematerialised General Offer Participants are expected to have their accounts with their
                                                                                                                    Monday, 1 February
 Broker or CSDP credited with the General Offer Consideration on or about
 Expected termination of the listing of the Shares at commencement of trade on the JSE                              Tuesday, 2 February



Shareholders will be notified of any amendments to these salient dates and times on SENS.

4.        The Independent Board and Board Responsibility Statement

The board of directors of the Company, individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of
the Company certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information has been made.


5.        Offeror Responsibility Statement

The Offeror accepts full responsibility for the accuracy of the information contained in this
announcement and certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Offeror is true and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information has been made.


Cape Town

7 January 2021

Sponsor & Corporate Advisor to Mazor: Bridge Capital Advisors Proprietary Limited

Legal Advisor to Mazor: Cliffe Dekker Hofmeyr Inc.

Date: 07-01-2021 03:19:00
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