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Circular to Shareholders regarding a general authority to repurchase shares and notice of special general meeting
LEWIS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/009817/06)
JSE share code: LEW
ISIN: ZAE000058236
Bond Code: LEWI
(“Lewis Group” or “the Company”)
CIRCULAR TO SHAREHOLDERS REGARDING A GENERAL AUTHORITY TO
REPURCHASE SHARES AND NOTICE OF SPECIAL GENERAL MEETING
1. Introduction
Shareholders are advised that in terms of the general repurchase authority
granted by shareholders to the Company at its annual general meeting held on
Friday, 22 October 2021, the board of directors of Lewis Group (“Board”) was
authorised to repurchase in aggregate up to 10% of Lewis Group’s issued share
capital (“AGM General Repurchase Authority”). The Board has fully utilised the
AGM General Repurchase Authority.
Lewis Group has surplus liquidity in excess of its current financial needs. In
addition to its cash dividends declared and paid to shareholders from time to
time, Lewis Group has been repurchasing its shares in the market and wishes to
continue to do so during the period leading up to the next annual general meeting
of the Company, which is scheduled for Friday, 28 October 2022. In order to
provide Lewis Group with maximum flexibility with regard to its strategy of
repurchasing shares until its next annual general meeting, the Board is seeking
a further general authority from shareholders to repurchase up to a further 10%
of the issued shares of the Company, in compliance with the JSE Listings
Requirements (“General Repurchase Authority”).
Shareholders are accordingly advised that a circular detailing the proposed terms
of the General Repurchase Authority to be granted to the Board of Lewis Group,
or a subsidiary of Lewis Group, to enable the further repurchase of, in aggregate,
up to 10% of the issued shares prior to the next annual general meeting of Lewis
Group and incorporating a notice of a special general meeting (“Special General
Meeting”), an electronic participation guide and, where applicable, a form of
proxy has been distributed to shareholders today, Tuesday, 12 July 2022 ("the
Circular").
The Circular is also available on the Company's website at
https://www.lewisgroup.co.za/investors/shareholder-communication.
2. Notice of Special General Meeting and salient dates and times
The implementation of the General Repurchase Authority is subject to, inter alia,
shareholders passing the requisite resolutions at the Special General Meeting of
shareholders to be held virtually at 09:00 on Friday, 12 August 2022.
The record date to determine who will be eligible to participate in and vote at the
Special General Meeting is Friday, 5 August 2022.
Any Shareholder (or representative or proxy for a Shareholder) who wishes to
participate in the Special General Meeting by way of electronic participation must
register online by no later than 09:00 on Wednesday, 10 August 2022, using the
online registration portal https://meetnow.global/za.
The salient dates pertaining to the Special General Meeting at which the General
Repurchase Authority will be sought also contained in the Circular, are set out below:
2022
Record date for receipt of the Notice of the Special General Friday, 1 July
Meeting attached to this Circular
Distribution of Circular and Notice of the Special General Tuesday, 12 July
Meeting
Last day to trade to be eligible to participate in and vote at Tuesday, 2 August
the Special General Meeting
Record date to determine which Shareholders are entitled Friday, 5 August
to participate in and vote at the Special General Meeting
Last day to register for electronic participation with the Wednesday, 10 August
Transfer Secretaries for the Special General Meeting at
09:00
Last day to lodge Forms of Proxy with the Transfer Wednesday, 10 August
Secretaries for the Special General Meeting at 09:00
Special General Meeting to be held virtually at 09:00 Friday, 12 August
Results of Special General Meeting released on SENS Friday, 12 August
Notes
1. All references to dates and times are to local dates and times in South Africa.
These dates and times are subject to amendment. Any such amendment will
be published on SENS.
2. Shareholders are referred to page 4 of the Circular for information on the action
required to be taken by them.
3. All dates and times indicated above are South African Standard Time.
4. Shares may not be rematerialised or dematerialised between 2 August 2022
and 5 August 2022.
Cape Town
12 July 2022
Sponsor: The Standard Bank of South Africa Limited
Debt Sponsor: Absa Bank Limited, acting through its Corporate and Investment
Banking Division
Legal adviser: Edward Nathan Sonnenbergs Inc
Date: 12-07-2022 08:00:00
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