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Update regarding the transaction - results of the Zambezi meetings
ZAMBEZI PLATINUM (RF) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2014/106927/06)
JSE preference share code: ZPLP
ISIN: ZAE000202552
(“Zambezi”)
UPDATE REGARDING THE TRANSACTION – RESULTS OF THE ZAMBEZI MEETINGS
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the circular posted to holders of preference shares and
ordinary shares in the issued share capital of Zambezi, dated Monday, 21 June 2021 (“Zambezi
Scheme Circular”).
1. INTRODUCTION
Preference Shareholders are referred to the Zambezi Scheme Circular as well as the
announcements published on SENS on Tuesday, 23 March 2021, Monday, 31 May 2021, Friday,
11 June 2021, Monday, 21 June 2021 and Wednesday, 30 June 2021 pertaining to, inter alia, the
Zambezi Scheme.
2. RESULTS OF THE ZAMBEZI MEETINGS
2.1. Results of the Zambezi Scheme Meeting
Preference Shareholders are advised that at the Zambezi Scheme Meeting held at 10:00
on Tuesday, 20 July 2021, all of the resolutions set out in the Notice of Zambezi Scheme
Meeting (“Pref Shareholder Resolutions”) were approved and adopted by the requisite
majority of Preference Shareholders.
Preference Shareholders holding 158 014 660 Preference Shares, constituting 98.8% of
the total Preference Shares in issue, participated by electronic communication or were
represented by proxy at the Zambezi Scheme Meeting.
Each Pref Shareholder Resolution, together with the number and percentage of Preference
Shares voted, the percentage of votes carried for and against and the percentage of
Preference Shares abstained, for each Pref Shareholder Resolution, are as follows:
Preference For Against Abstained
Shares
voted
Special Resolution 1 – 18 042 164 100.0% 0.0% 0.0%
Approval of the Zambezi 11.3%
Scheme in terms of sections
114(1) and 115(2)(a) of the
Companies Act
Special Resolution 2 – 158 014 660 100.0% 0.0% 0.0%
Revocation of Special 98.8%
Resolution 1 if the Zambezi
Scheme terminates
Special Resolution 3 – 158 014 660 100.0% 0.0% 0.0%
Approval of the Zambezi Pref 98.8%
Share Term Amendments in
terms of the Zambezi MOI,
the Zambezi Pref Share
Terms and section 16(1)(c)
of the Companies Act
Special Resolution 4 – 158 014 660 100.0% 0.0% 0.0%
Revocation of Special 98.8%
Resolution 3
Extraordinary Resolution 1 158 014 240 99.9% 0.1% 0.0%
– Approval of the removal of 98.8%
all Zambezi Preference
Shares on the JSE in terms
of paragraph 1.17(b) of the
Debt Listings Requirements
Extraordinary Resolution 2 158 014 240 100.0% 0.0% 0.0%
– Approval of the Zambezi 98.8%
Pref Share Term
Amendments in terms of
paragraph 6.56(b)(ii) of the
Debt Listings Requirements
Notes:
1. Percentages of Preference Shares voted are calculated in relation to the total number of
Preference Shares in issue.
2. Percentage of Preference Shares voted for and against are calculated in relation to the total
number of Preference Shares voted in respect of the relevant Pref Shareholder Resolution.
3. Abstentions are calculated as a percentage in relation to the total number of Preference Shares
in issue.
2.2. Results of the Zambezi Joint Shareholders Meeting
Preference Shareholders are advised that at the Zambezi Joint Shareholders Meeting held
at 10:30 on Tuesday, 20 July 2021, all of the resolutions set out in the Notice of Zambezi
Joint Shareholders Meeting (“Joint Shareholder Resolutions”) were approved and
adopted by the requisite majority of Preference Shareholders and Ordinary Shareholders.
Zambezi Shareholders holding:
• 10 000 Ordinary Shares, constituting 100.0% of the total Ordinary Shares in issue;
and
• 158 007 347 Preference Shares, constituting 98.8% of the total Preference Shares in
issue,
participated by electronic communication or were represented by proxy at the Zambezi
Joint Shareholders Meeting.
Each Joint Shareholder Resolution, together with the number and percentage of Ordinary
Shares and Preference Shares voted, the percentage of votes carried for and against and
the percentage of Ordinary Shares and Preference Shares abstained, for each Joint
Shareholder Resolution, are as follows:
Preference For Against Abstained
Shares and
Ordinary
Shares voted
Special Resolution 1 – 18 034 851 100.0% 0.0% 0.0% in
Approval of the Zambezi Preference respect of
Scheme in terms of Shares Preference
sections 114(1) and 11.3% Shares
115(2)(a) of the
Companies Act 10 000 Ordinary 0.0% in
Shares respect of
100.0% Ordinary
Shares
Special Resolution 2 – 158 007 347 100.0% 0.0% 0.0% in
Revocation of Special Preference respect of
Resolution 1 if the Shares Preference
Zambezi Scheme 98.8% Shares
terminates
10 000 Ordinary 0.0% in
Shares respect of
100.0% Ordinary
Shares
Special Resolution 3 – 158 007 347 100.0% 0.0% 0.0% in
Approval of the Zambezi Preference respect of
Pref Share Term Shares Preference
Amendments in terms of 98.8% Shares
the Zambezi MOI, the
Zambezi Pref Share 10 000 Ordinary 0.0% in
Terms and section Shares respect of
16(1)(c) of the Companies 100.0% Ordinary
Act Shares
Special Resolution 4 – 158 007 347 100.0% 0.0% 0.0% in
Revocation of Special Preference respect of
Resolution 3 Shares Preference
98.8% Shares
10 000 Ordinary 0.0% in
Shares respect of
100.0% Ordinary
Shares
Notes:
1. Pursuant to clause 11.2 of the Zambezi Pref Share Terms, Preference Shares are entitled to
such number of votes as is equal to 95% of all the votes exercisable by all Zambezi
Shareholders (and each Preference Share shall have such a number of votes as is equal to the
aggregate number of votes exercisable by all the Preference Shares divided by the number of
the Preference Shares in issue).
2. Percentages of Ordinary Shares and Preference Shares voted are calculated in relation to the
total number of Ordinary Shares in issue and the total number of Preference Shares in issue,
respectively.
3. Percentages of Ordinary Shares and Preference Shares voted for and against are calculated
in relation to the total Ordinary Shares and Preference Shares voted in respect of the relevant
Joint Shareholder Resolution, in accordance with note 1 above.
4. Abstentions in respect of Ordinary Shares and Preference Shares are calculated as a
percentage in relation to the total number of Ordinary Shares in issue and the total number of
Preference Shares in issue, respectively.
3. UPDATE REGARDING THE TRANSACTION
Preference Shareholders are advised that the shareholder resolutions required to approve and
implement the Zambezi Scheme and the Transaction have been adopted by the relevant Zambezi
Shareholders.
Implementation of the Zambezi Scheme and the Transaction remains subject to the fulfilment or
waiver of the remaining Zambezi Scheme Conditions and Transaction Conditions, as read with
the Extended BEE Transaction Conditions. A further announcement will be published in due
course wherein Preference Shareholders will be provided with an update on the revised salient
dates and times pertaining to the Zambezi Scheme, to the extent required.
To obtain a thorough understanding of the Zambezi Scheme, the Zambezi Delisting and
the Zambezi Pref Share Term Amendments, Zambezi Shareholders are advised to refer to
the full terms and conditions pertaining thereto, as set out in the Zambezi Scheme Circular.
Johannesburg
20 July 2021
Corporate advisor to Zambezi Corporate advisor to Northam
Nisela Capital Proprietary Limited One Capital Advisory Proprietary Limited
Attorneys to Zambezi Attorneys to Northam
Cliffe Dekker Hofmeyr Inc. Webber Wentzel
Transaction and debt sponsor to Zambezi Transaction, equity and debt sponsor to Northam
One Capital Sponsor Services Proprietary Limited One Capital Sponsor Services Proprietary Limited
Foreign Shareholders are referred to the disclaimer in the announcement published on SENS on
Monday, 21 June 2021 which applies to this announcement.
Date: 20-07-2021 05:20:00
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