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SHOPRITE HOLDINGS LIMITED - Results of Scheme Meetings

Release Date: 19/10/2015 15:18
Code(s): SHP2 SHP3 SHP4 SHP     PDF:  
Wrap Text
Results of Scheme Meetings

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE 000012084
JSE share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)


Shoprite Holdings 5% cumulative preference shares (“SHP2”)
JSE Share Code: SHP2
ISIN no: ZAE000006680

Shoprite Holdings second 5% cumulative preference shares (“SHP3”)
JSE Share Code: SHP3
ISIN no: ZAE000006698

Shoprite Holdings third 5% cumulative preference shares (“SHP4”)
JSE Share Code: SHP4
ISIN no: ZAE000006706


RESULTS OF SCHEME MEETINGS

1.     INTRODUCTION

Shareholders are referred to the announcement released on SENS on 16 September 2015
regarding the posting of a circular to shareholders containing notices of meetings of three
separate and unrelated schemes of arrangement in terms of section 114 (1)(e) of the
Companies Act, No. 71 of 2008, as amended (“the Companies Act”) (“the Schemes”) (“the
Scheme Meetings”) to acquire all the preference shares (“Preference Shares”) from the
holders of SHP2, SHP3, and SHP4 preference shares (“Preference Shareholders”).

Shareholders of the Company are advised that the resolutions proposed at the SHP2, SHP3
and SHP4 Scheme Meetings of the Company held today, were approved by the requisite
majority of Preference Shareholders present or represented by proxy.

The number of Preference Shares voted in person or by proxy were 283 138, 179 094 and 404
899, representing 87.12%, 79.60% and 80.98% of SHP2, SHP3 and SHP4 Preference Shares in
issue respectively. The total number of shares voted on Special Resolution number 5, Special
Resolution number 6 and Special Resolution number 7 at the AGM were 692 509 896, 692
509 896 and 692 509 896 representing 83.51%, 83.51% and 83.51% of the shares entitled to
vote at the meeting respectively. The resolutions proposed at the Scheme Meetings, together
with the percentage of Preference Shares and ordinary shares abstained, as well as the
percentage of votes for and against each resolution, are set out below:


Resolution                              % of votes for   % of votes    % of Shares
                                        the              against       the abstained
                                        resolution       resolution
SHP2 Scheme Meeting                     100.00           0.00          0.00
Special Resolution Number 1 – Approval
of the Scheme

Ordinary Resolution Number 1 – General  100.00          0.00           0.00
authority to directors and/or Company
Secretary to do all things necessary to
implement Special Resolution Number 1
AGM                                               

Special Resolution Number 5 – Approval  99.98           0.02           0.14 
of the Scheme


Resolution                              % of votes for   % of votes   % of Shares
                                        the              against      the abstained
                                        resolution       resolution
SHP3 Scheme Meeting                     100.00           0.00         0.00
Special Resolution Number 1 – Approval
of the Scheme

Ordinary Resolution Number 1 – General  100.00           0.00         0.00
authority to directors and/or Company
Secretary to do all things necessary to
implement Special Resolution Number 1
AGM                                     
Special Resolution Number 6 – Approval  99.98            0.02         0.14
of the Scheme


Resolution                              % of votes for   % of votes   % of Shares
                                        the              against      the abstained
                                        resolution       resolution
SHP4 Scheme Meeting                     100.00           0.00         0.00
Special Resolution Number 1 – Approval
of the Scheme

Ordinary Resolution Number 1 – General  100.00           0.00         0.00
authority to directors and/or Company
Secretary to do all things necessary to
implement Special Resolution Number 1
AGM                                     

Special Resolution Number 7 – Approval  99.98            0.02         0.14
of the Scheme


Therefore the Schemes proposed, if implemented, will result in Shoprite acquiring all of the
Preference Shares from the Preference Shareholders. However, the Schemes remain subject
to the fulfilment of the following conditions precedent:

1. SHP2 SCHEME CONDITIONS PRECEDENT

1.1 Scheme SHP2 is subject to the fulfilment of the following conditions precedent by no later
than 17:00 on Tuesday, 15 December 2015 or such later date as Shoprite may in its sole
discretion determine (and subject to approval from the Takeover Regulation Panel (“TRP”))
and which date will be published on SENS on or before 15 December 2015:

1.1.1 In respect of Special Resolution number 1 adopted at the SHP2 Scheme Meeting, in the
event of the provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP2 by any South African court with competent jurisdiction (“the
Court”) or the Court refusing an application in terms of section 115(2)(b) of the Companies
Act for leave to apply to the Court for a review of Special Resolution 1, which formed part of
the Notice of SHP2 Preference Shareholders’ General Meeting, or the Court in terms of
section 115(7) of the Companies Act refusing to set aside Special Resolution 1; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

1.1.2 In respect of Special Resolution number 5 adopted at the AGM, the event of the
provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP2 by the Court or the Court refusing an application in terms of
section 115(2)(b) of the Companies Act for leave to apply to the Court for a review of Special
Resolution 5, which formed part of the annual general meeting notice (“AGM Notice”), or the
Court in terms of section 115(7) of the Companies Act refusing to set aside Special Resolution
5; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

1.1.3 The receipt of unconditional approvals, consents or waivers from all applicable
regulatory authorities as may be required in order to implement the Scheme SHP2 or, to the
extent that any such approvals, consents or waivers are subject to conditions, such conditions
being accepted by Shoprite;and

1.1.4 That no Shareholder has by reason of the adoption of Special Resolution number 5 in
the AGM Notice and/or Special Resolution number 1 in the Notice of the SHP2 Preference
Shareholder General Meeting (or for any other reason) within the period provided for in
section 164(7)(a) of the Companies Act, and in terms of section 164(5) of the Companies Act
made a demand to the Company that the Company pay the Shareholder the fair value for all
of the Shares in the Company held by that Shareholder or in the event that such a demand or
demands were made, that those demands were not made by Shareholders who in aggregate
hold more than 1 000 Shares in the Company, or if such a demand or demands were made by
Shareholders (“Dissenting Shareholders”) who in aggregate hold more than 1 000 Shares in
the Company, that one or more of those Dissenting Shareholders withdrew those demands
to the extent that after such withdrawal those remaining Dissenting Shareholders (being the
Dissenting Shareholders who have not withdrawn their demands to be paid the fair value for
all of the Shares in the Company held by them) are Shareholders who in aggregate hold no
more than 1 000 Shares in the Company.

The SHP2 Scheme Condition Precedent in 1.1.4 above has been imposed for the benefit of
the Company and the Company reserves the right to at any time prior to 15 December 2015
(or the date to which such date may have been extended), waive the benefit of the SHP2
Scheme Condition Precedent described in 1.1.4 above by way of a Notice released on SENS
whereupon Scheme SHP2 will not be subject to that SHP2 Scheme Condition Precedent so
waived, anymore.

2 SHP3 SCHEME CONDITIONS PRECEDENT

2.1 Scheme SHP3 is subject to the fulfilment of the following conditions precedent by no later
than 17:00 on Tuesday, 15 December 2015 or such later date as Shoprite may in its sole
discretion determine (and subject to approval from the TRP) and which date will be published
on SENS on or before 15 December 2015:

2.1.1 In respect of Special Resolution number 1 adopted at the SHP3 Scheme Meeting, in the
event of the provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP3 by the Court or the Court refusing an application in terms of
section 115(2)(b) of the Companies Act for leave to apply to the Court for a review of Special
Resolution 1, which formed part of the Notice of SHP3 Preference Shareholders’ General
Meeting, or the Court in terms of section 115(7) of the Companies Act refusing to set aside
Special Resolution 1; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

2.1.2 In respect of Special Resolution number 6 adopted at the AGM, in the event of the
provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP3 by the Court or the Court refusing an application in terms of
section 115(2)(b) of the Companies Act for leave to apply to the Court for a review of Special
Resolution 6, which formed part of the AGM Notice, or the Court in terms of section 115(7)
of the Companies Act refusing to set aside Special Resolution 6; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

2.1.3 The receipt of unconditional approvals, consents or waivers from all applicable
regulatory authorities as may be required in order to implement Scheme SHP3 (including the
compliance certificate to be issued by the TRP for purposes Scheme SHP3) or, to the extent
that any such approvals, consents or waivers are subject to conditions, such conditions being
accepted by Shoprite; and

2.1.4 That no Shareholder has by reason of the adoption of Special Resolution number 6 in
the AGM Notice and/or Special Resolution number 1 in the Notice of the SHP3 Preference
Shareholder General Meeting (or for any other reason) within the period provided for in
section 164(7)(a) of the Companies Act, and in terms of section 164(5) of the Companies Act
made a demand to the Company that the Company pay the Shareholder the fair value for all
of the Shares in the Company held by that Shareholder or in the event that such a demand or
demands were made, that those demands were not made by Shareholders who in aggregate
hold more than 1 000 Shares in the Company, or if such a demand or demands were made by
Shareholders (“Dissenting Shareholders”) who in aggregate hold more than 1 000 Shares in
the Company, that one or more of those Dissenting Shareholders withdrew those demands
to the extent that after such withdrawal, those remaining Dissenting Shareholders (being the
Dissenting Shareholders who have not withdrawn their demands to be paid the fair value for
all of the Shares in the Company held by them) are Shareholders who in aggregate hold no
more than 1 000 Shares in the Company.

The SHP3 Scheme Condition Precedent in 2.1.4 above has been imposed for the benefit of
the Company and the Company reserves the right to at any time prior to 15 December 2015
(or the date to which such date may have been extended), waive the benefit of the SHP3
Scheme Condition Precedent described in 2.1.4 above by way of a notice published on SENS
whereupon Scheme SHP3 will not be subject to the SHP3 Scheme Condition Precedent so
waived, anymore.

3 SHP4 SCHEMES CONDITIONS PRECEDENT

3.1 Scheme SHP4 is subject to the fulfilment of the following conditions precedent by no later
than 17:00 on Tuesday, 15 December 2015 or such later date as Shoprite may in its sole
discretion determine (and subject to approval from the TRP) and which date will be published
on SENS on or before 15 December 2015:

3.1.1 In respect of Special Resolution number 1 adopted at the SHP4 Scheme Meeting, in the
event of the provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP4 by the Court or the Court refusing an application in terms of
section 115(2)(b) of the Companies Act for leave to apply to the Court for a review of Special
Resolution 1, which formed part of the Notice of SHP4 Preference Shareholders’ General
Meeting, or the Court in terms of section 115(7) of the Companies Act refusing to set aside
Special Resolution 1; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

3.1.2 In respect of Special Resolution number 7 adopted at the AGM, in the event of the
provisions of section 115(2)(c) of the Companies Act becoming applicable:
• the approval of Scheme SHP4 by the Court or the Court refusing an application in terms of
section 115(2)(b) of the Companies Act for leave to apply to the Court for a review of Special
Resolution 7, which formed part of the AGM Notice, or the Court in terms of section 115(7)
of the Companies Act refusing to set aside Special Resolution 7; and
• if applicable, Shoprite not treating the aforesaid resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.

3.1.3 The receipt of unconditional approvals, consents or waivers from all applicable
regulatory authorities as may be required in order to implement Scheme SHP4 (including the
compliance certificate to be issued by the Takeover Panel for purposes of Scheme SHP4) or,
to the extent that any such approvals, consents or waivers are subject to conditions, such
conditions being accepted by Shoprite; and
3.1.4 That no Shareholder has by reason of the adoption of Special Resolution number 7 in
the AGM Notice and/or Special Resolution number 1 in the Notice of the SHP4 Preference
Shareholder General Meeting (or for any other reason) within the period provided for in
section 164(7)(a) of the Companies Act, and in terms of section 164(5) of the Companies Act
made a demand to the Company that the Company pay the Shareholder the fair value for all
of the Shares in the Company held by that Shareholder or in the event that such a demand or
demands were made, that those demands were not made by Shareholders who in aggregate
hold more than 1 000 Shares in the Company, or if such a demand or demands were made by
Shareholders (“Dissenting Shareholders”) who in aggregate hold more than 1 000 Shares in
the Company, that one or more of those Dissenting Shareholders withdrew those demands
to the extent that after such withdrawal, those remaining Dissenting Shareholders (being the
Dissenting Shareholders who have not withdrawn their demands to be paid the fair value for
all of the Shares in the Company held by them) are Shareholders who in aggregate hold no
more than 1 000 Shares in the Company.

The SHP4 Scheme Condition Precedent in 3.1.4 above has been imposed for the benefit of
the Company and the Company reserves the right to at any time prior to 15 December 2015
(or the date to which such date may have been extended), waive the benefit of the SHP4
Scheme Condition Precedent described in 3.1.4 above by way of a notice published on SENS
whereupon Scheme SHP4 will not be subject to that SHP4 Scheme Condition Precedent so
waived, anymore.

The salient dates and times relating to the SHP2, SHP3 and SHP4 Schemes will be announced
as soon as the remaining conditions to the Schemes have been fulfilled.

Cape Town
19 October 2015


Transactional Sponsor and Corporate Advisor
Bravura Capital (Pty) Ltd

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