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Results of General Meeting
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
Share code: IPL
ISIN: ZAE000067211
(“Imperial” or “the Company”)
RESULTS OF THE GENERAL MEETING OF IMPERIAL SHAREHOLDERS RELATING TO THE
UNBUNDLING BY IMPERIAL OF ALL ITS SHARES IN MOTUS HOLDINGS LIMITED TO
IMPERIAL ORDINARY SHAREHOLDERS
1. Introduction
Imperial ordinary shareholders and deferred ordinary shareholders (collectively “Imperial
Shareholders” or “Shareholders”) are referred to the circular to Shareholders dated 27
September 2018 (“Circular”) which set out the details of the proposed unbundling by Imperial of
all its shares in its wholly-owned subsidiary, Motus Holdings Limited (“Motus”), to Imperial
Ordinary Shareholders by way of a distribution in specie (“the Unbundling”) and the proposed
listing of Motus in the Specialty Retailers sector of the main board of the securities exchange
operated by the JSE Limited (“JSE”) (“the Listing”).
Capitalised terms used in this announcement bear the same meaning as the capitalised and
defined terms used in the Circular.
2. Results of the General Meeting
Shareholders are advised that at the general meeting of Imperial Shareholders held on 30
October 2018 (“General Meeting”), convened in terms of the notice of the General Meeting
contained in the Circular, the resolutions to approve, inter alia, the Unbundling, were passed by
the requisite majority of Imperial Shareholders as follows:
Special Resolution number 1: Approval of the Unbundling in terms of section 112 read with
section 115 of the Companies Act, No. 71 of 2008 (the “Companies Act”):
Number of Number of Shares
Shares voted voted as a For** Against** Abstained**
at General percentage of % % %
Meeting Shares in issue*
152 338 413 72.67 99.95 0.05 0.11
Special Resolution number 2: Approval of the change of name from “Imperial Holdings
Limited” to “Imperial Logistics Limited” and consequent amendments to the MOI of the Company:
Number of Number of Shares
Shares voted voted as a For** Against** Abstained**
at General percentage of % % %
Meeting Shares in issue*
152 338 413 72.67 99.99 0.00 0.11
Ordinary Resolution number 1: Approval of the amendments to the Existing Share Schemes:
Number of Number of Shares
Shares voted voted as a For** Against** Abstained**
at General percentage of % % %
Meeting Shares in issue*
152 050 370 72.53 99.99 0.01 0.25
*Based on 209 640 880 Shares in issue
**In relation to the total number of Shares voted at the General Meeting
Based on the above, the resolutions authorising the Unbundling, change of name of the
Company and amendments to the Existing Share Schemes were duly passed by the requisite
majority of Shareholders present in person or represented by proxy at the General Meeting.
3. Suspensive Conditions to implementation of the Unbundling and Listing
Given that the resolutions above have been duly passed, the only remaining Suspensive
Condition in relation to the implementation of the Unbundling and Listing is the TRP having
issued a compliance certificate in respect of the Unbundling in terms of section 115 of the
Companies Act. Shareholders will be advised once the remaining Suspensive Condition to the
Unbundling has been fulfilled or not fulfilled (as the case may be).
4. Change of name
Shareholders are advised that Imperial will change its name from “Imperial Holdings Limited” to
“Imperial Logistics Limited” once the Unbundling becomes unconditional.
5. Composition of the board of directors of Imperial (“Imperial Board”) following the
Unbundling becoming unconditional
After the Unbundling, the Imperial Board will be constituted as set out in the table below.
Name Position
P Langeni Chairman
P Cooper Non-executive Director*
GW Dempster Non-executive Director*
T Skweyiya Non-executive Director*
RJA Sparks Lead Independent Non-executive Director*
M Swanepoel CEO#
M Akoojee CEO Designate#
JG de Beer CFO^
* Independent
# Mr M Swanepoel will retire as CEO in June 2019 but will remain as director to 31 December
2019, and Mr M Akoojee will be appointed as CEO with effect from 1 July 2019.
^ Mr JG de Beer will be appointed to the Board as CFO from the date of Unbundling. His
experience, qualifications and appointment has been considered and approved by the Imperial
Audit Committee and the Board. He currently serves as the CFO of Imperial Logistics.
6. Salient dates and times
The remaining salient dates and times relating to the finalisation and implementation of the
Unbundling are set out in the Circular. The date of listing for Motus on the JSE will be on 22
November 2018. Note that these dates and times have not changed from those dates and times
set out in the Circular. Any material amendments to those dates and times will be announced on
SENS and published in the South African press.
Johannesburg
30 October 2018
Joint financial advisor and transaction sponsor Legal advisers as to South African law
The Standard Bank of South Africa Limited Bowman Gilfillan Inc.
Tugendhaft Wapnick Banchetti and
Partners
Joint financial advisor
J.P. Morgan Chase Bank Legal advisers as to US law
Freshfields Bruckhaus Deringer LLP
Independent reporting accountants and auditors Independent Expert
Deloitte & Touche PricewaterhouseCoopers Corporate
Finance
Date: 30/10/2018 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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