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RESULTS OF GENERAL MEETING
VALUE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/002203/06)
Share Code: VLE ISIN: ZAE000016507
(“Value Group” or “the Company”)
RESULTS OF GENERAL MEETING
Unless the context indicates otherwise, terms used in this announcement bear the same meanings given to such
terms in the Offer Circular issued on Thursday, 25 March 2021 (“Offer Circular”).
1. INTRODUCTION
1.1 Shareholders are referred to the Firm Intention Announcement relating to the Transaction, published on
Friday, 26 February 2021 and the Offer Circular.
1.2 As contemplated in the Firm Intention Announcement and the Offer Circular, the General Meeting was
duly held at 11:00 on Thursday, 27 May 2021 and was hosted and conducted entirely by electronic
communication.
2. RESULTS OF VOTING AT THE GENEREAL MEETING
2.1 Shareholders are hereby advised that all the Resolutions set out in the Notice of General Meeting were
proposed and passed, on a poll, by the requisite majority of Shareholders entitled to vote.
2.2 Shareholders are further advised that:
2.2.1 the total number of Ordinary Shares in issue as at the date of the General Meeting was
165,636,864 Ordinary Shares. The total number of A-Shares in issue at the General Meeting was
10,429,010. The A-Shares were not eligible to vote at the General Meeting;
2.2.2 the total number of Ordinary Shares that were voted in person or represented by proxy on
Special Resolution number 1 was 31,038,515, being 18.74% of the total number of Ordinary
Shares in issue and being 78.25% of the total number of Ordinary Shares eligible to vote on
Special Resolution number 1;
2.2.3 the total number of Ordinary Shares that were voted in person or represented by proxy on
Special Resolution number 2 was 31,038,515, being 18.74% of the total number of Ordinary
Shares in issue and being 78.25% of the total number of Ordinary Shares eligible to vote on
Special Resolution number 2;
2.2.4 the total number of Ordinary Shares that were voted in person or represented by proxy on
Special Resolution number 3 was 137,903,254, being 83.26% of the total number of Ordinary
Shares in issue and being 94.11% of the total number of Ordinary Shares eligible to vote on
Special Resolution number 3;
2.2.5 the total number of Ordinary Shares that were voted in person or represented by proxy on
Ordinary Resolution number 1 was 31,038,515, being 18.74% of the total number of Ordinary
Shares in issue and being 78.25% of the total number of Shares eligible to vote on Ordinary
Resolution number 1; and
2.2.6 the total number of Ordinary Shares that were voted in person or represented by proxy on
Ordinary Resolution number 2 was 31,038,515, being 18.74% of the total number of Ordinary
Shares in issue and being 78.25% of the total number of Shares eligible to vote on Ordinary
Resolution number 2.
2.3 Details of the results of the voting at the General Meeting are set out below:
Special Resolution number 1 - approval of the Scheme Resolution in accordance with sections
48(8)(a), 48(8)(b), 114(1)(e) and 115(2)(a) of the Companies Act
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
31,038,515 being 29,876,481 being 1,162,034 being 3.74% None.
78.25% of total votable 96.26% of the total of the total Ordinary
Ordinary Shares Ordinary Shares voted Shares voted
*Shares excluding abstentions
Special Resolution number 2 - approval of the Repurchase of Shares in terms of section 48(8) of the
Companies Act
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
31,038,515 being 29,876,481 being 1,162,034 being 3.74% None.
78.25% of total votable 96.26% of the total of the total Ordinary
Ordinary Shares Ordinary Shares voted Shares voted
*Shares excluding abstentions
Special Resolution number 3 - approval of the Specific Repurchase of Shares in terms of paragraph
5.69(b) of the Listings Requirements
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
137,903,254 being 136,741,220 being 1,162,034 being 0.84% None.
94.11% of total votable 99.16% of the total of the total Ordinary
Ordinary Shares Ordinary Shares voted Shares voted
*shares excluding abstentions
Ordinary Resolution number 1 – approval for the Delisting in terms of paragraphs 1.15 and 1.16 of the
Listings Requirements
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
31,038,515 being 29,876,481 being 1,162,034 being 3.74% None.
78.25% of total votable 96.26% of the total of the total Ordinary
Ordinary Shares Ordinary Shares voted Shares voted
*Shares excluding abstentions
Ordinary Resolution number 2 – authority of Directors
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
31,038,515 being 29,876,481 being 1,162,034 being 3.74% None.
78.25% of total votable 96.26% of the total of the total Ordinary
Ordinary Shares Ordinary Shares voted Shares voted
*Shares excluding abstentions
3. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE TRANSACTION
3.1 Shareholders will be advised once all the Scheme Conditions Precedents or General Offer Conditions, as
the case may be, as set out in the Offer 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 Offer Circular.
4. SALIENT DATES AND TIMES
Shareholders are referred to the Salient Dates and Times set out in the announcement released on SENS on
Thursday, 25 March 2021 and in the Offer Circular (which is available on Value Group’s website at
https://value.co.za/wp-content/uploads/2021/03/Offer-Circular-Value-Group-25-March-2021.pdf which set
out the remaining Salient Dates and Times relating to the Transaction. These Salient Dates and Times are subject
to change since they have been determined based on certain assumptions including that no court approval or
review of the special resolution approving the implementation of the Scheme will be required. Shareholders will
be notified of any amendments to these Salient Dates and Times on SENS.
5. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the accuracy of
the information contained in this announcement which relates to Value Group, the Scheme, the General Offer
and the Delisting, and certify that, to the best of their knowledge and belief, such information is true and this
announcement does not omit any facts that would make any of the information false or misleading or would be
likely to affect the importance of any information contained in this announcement. The Independent Board and
the Board have made all reasonable enquiries to ascertain that no facts have been omitted and this
announcement contains all information required by law, the Companies Act and the Listings Requirements.
Johannesburg
27 May 2021
Joint Transaction Advisor Legal Advisor Independent Joint Transaction and Tax
and Sponsor Professional Expert Advisor
Investec Corporate Finance Fluxmans Inc. Mazars Corporate Suez Capital
Finance
Date: 27-05-2021 02:50:00
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