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Release Date: 29/02/2024 07:20
Code(s): AEE     PDF:  
Wrap Text
Results Of The General Meeting

(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
Share Code: AEE
ISIN ZAE000195731
("AEEI" or "the Company")

                               RESULTS OF THE GENERAL MEETING


   AEEI Shareholders are collectively referred to:

   1.1 the Firm Intention Announcement released on SENS on Monday, 16 October 2023, the
       updates thereto released on SENS on Friday, 1 December 2023 and Friday, 5 January 2024,
       and the announcement released on SENS on Wednesday, 31 January 2024 entitled
       "Distribution of Circular and Notice of General Meeting", wherein Shareholders were advised
       that, inter alia, the Board had resolved to propose a transaction to Shareholders
        1.1.1   an offer by AEEI to all Eligible Shareholders, being all Shareholders other than
                Sekunjalo and certain directors being, Willem Raubenheimer, Aziza Amod and Carin-
                Lee Geuking-Cohausz (collectively, the "Concert Parties"), to acquire AEEI Shares
                (other than those Shares held by the Concert Parties) by way of a scheme of
                arrangement between AEEI and Eligible Shareholders ("Scheme") in terms of section
                114(1)(e) of the Companies Act, read with section 115 thereof, in terms of which
                such Shareholders will be entitled to elect that all or some of the Shares held by them
                are repurchased for a cash consideration of R1.15 per Share, or that they elect to
                retain all or some of the Shares held by them and, failing such election, shall be
                deemed to have elected that all of their Shares are repurchased for a cash
                consideration of R1.15 per Share; and
        1.1.2   the subsequent Delisting of all AEEI Shares from the JSE; and

   1.2 the circular to AEEI Shareholders dated 31 January 2024 ("Circular") containing full details of
       the Scheme and the Delisting and incorporating, inter alia, the Notice of General Meeting to
       consider and, if deemed fit, to approve with or without modification, the resolutions set out
   Unless expressly defined in this announcement, capitalised terms herein have the meaning
   ascribed to them in the Circular.


   2.1 Shareholders are advised that, at the General Meeting held today, Wednesday, 28 February
       2024, all the Resolutions as set out in the Notice of General Meeting were passed by the
       requisite majority of Shareholders save for Special Resolution Number 2, 'Revocation of
       Special Resolution Number 1'.
   2.2 AEEI Shareholders should note that the implementation of the Scheme is still subject to the
       fulfilment or waiver of a number of Scheme Conditions, as set out in paragraph 5.3 of the
   2.3 An announcement will be released on SENS as soon as practicably possible after all of the
       Scheme Conditions have been fulfilled or waived, as the case may be.


   3.1 The total number of AEEI Shares that were eligible to vote on the Resolutions at the General
       Meeting was 133 147 150. The Concert Parties were precluded from voting on all the
   3.2 The total number of AEEI Shares that were present/represented at the General Meeting was
       67 882 075 being 50.98% of the total number of Shares that could have been voted at the
       General Meeting.
   3.3   The Resolutions proposed at the General Meeting, together with the percentage of votes
         carried for and against each Resolution, as well as the percentage of Shares abstained, are
         set out below:

                                                          % of votes
                                                          carried for    % of votes
                                                                 the    against the    % of Shares
                                                          Resolution    Resolution      abstained
          Special Resolution Number 1:
          Approval of the Scheme in terms of
          sections 114 and 115 of the Companies Act
          by AEEI Shareholders                                99.63%          0.37%          0.02%
          Special Resolution Number 2:
          Revocation of Special Resolution Number 1            0.42%        99.58%           0.02%
          Ordinary Resolution Number 1:
          Delisting Resolution                                99.63%          0.37%          0.02%
          Ordinary Resolution Number 2:
          Authority granted                                   99.63%          0.37%          0.02%


   The Independent Board and the Board, individually and collectively, accept responsibility for the
   information contained in this announcement, which relates to AEEI, the Scheme and Delisting,
   and certify that to the best of their knowledge and belief, such information contained in this
   announcement is true and nothing has been omitted which is likely to affect the importance of
   such information.

Cape Town
28 February 2024

Sponsor and Corporate Advisor
Vunani Sponsors

Joint Sponsor
Merchantec Capital

Date: 29-02-2024 07:20:00
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