Wrap Text
Results of General Meeting
CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
(“Conduit Capital” or “the Company”)
RESULTS OF GENERAL MEETING
Conduit Capital shareholders are referred to the announcement released on SENS on 29 September 2016
and the circular distributed to shareholders on 29 September 2016 (“Circular”). Terms defined in the Circular
shall, unless otherwise stated, bear the same meaning in this announcement.
Conduit Capital shareholders are advised that, at the General Meeting convened in terms of the notice of
General Meeting to shareholders dated 29 September 2016 which was held today, all the resolutions to
approve, inter alia, the Acquisitions, were passed by the requisite majority of shareholders.
The number of shares voted in person or by proxy in respect of all resolutions, save for Ordinary Resolution
Number 1 and Ordinary Resolution Number 2, was 261 300 028, representing 78.85% of the total issued
share capital of the same class of Conduit Capital shares.
The number of shares voted in person or by proxy in respect of Ordinary Resolution Number 1 was
210 545 759, representing 63.54% of the total issued share capital of the same class of Conduit Capital
shares (excluding Snowball Wealth and its associates).
The number of shares voted in person or by proxy in respect of Ordinary Resolution Number 2 was
207 016 793, representing 62.47% of the total issued share capital of the same class of Conduit Capital
shares (excluding Messrs S M Riskowitz and T C Moodley, and their associates).
The number of shares which abstained from voting was 13 064, representing 0.004% of the total issued
share capital of the same class of Conduit Capital shares.
The resolutions proposed at the general meeting, together with the percentage of votes carried for and
against each resolution, are set out below:
% of votes carried for % of votes against
Resolution the resolution the resolution
Special Resolution Number 1: Conversion of par
value Shares to no par value Shares 99.81 0.19
Special Resolution Number 2: Increase in
authorised share capital 99.79 0.21
Special Resolution Number 3: Amendments to the
Company’s Memorandum of Incorporation 99.81 0.19
Ordinary Resolution Number 1: Snowball Wealth
Acquisition 99.76 0.24
Ordinary Resolution Number 2: Midbrook Lane
Acquisition 99.74 0.26
Special Resolution Number 4: Approval to issue
the Snowball Wealth Consideration Shares in terms
of section 41(3) of the Companies Act 99.81 0.19
Special Resolution Number 5: Approval to issue
the Midbrook Lane Consideration Shares in terms of
section 41(1) of the Companies Act 99.81 0.19
Ordinary Resolution Number 3: Authority granted
to Directors 99.81 0.19
The fulfilment of the Conditions Precedent contained in paragraphs 3.4.1.1.5, 3.4.1.1.6, 3.4.2.1 and 3.4.2.2.6
of the Circular, as set out below, are the only Conditions Precedent to the Acquisitions which remain
outstanding.
The Snowball Wealth Acquisition is subject to the fulfilment or waiver, as the case may be, of inter alia the
following conditions precedent, by not later than 17:00 on:
31 January 2017:
- the Snowball Wealth Acquisition has (to the extent necessary) been unconditionally approved by the
Competition Authorities in terms of the Competition Act, or conditionally approved on terms and
conditions which each of Conduit Capital and Snowball Wealth Shareholders, confirms in writing to the
other (by not later than the said date and time) to be acceptable to it; and
- Conduit Capital is satisfied that such approvals, if any, from the Financial Services Board as it requires to
be necessary or advisable have been obtained under the applicable long and short term insurance
legislation, in respect of the establishment by any Snowball Wealth Shareholder or its related parties of
an increased level of indirect ownership of Conduit Capital’s underlying registered insurance business,
as a consequence of the Snowball Wealth Acquisition.
The Midbrook Lane Acquisition is subject to the fulfilment or waiver, as the case may be, of inter alia the
following conditions precedent, by not later than 17:00 on:
31 October 2016:
- an employment agreement has been entered into between T C Moodley and Conduit Capital, on terms
acceptable to them; and
31 January 2017:
- the Midbrook Lane Acquisition has (to the extent necessary) been unconditionally approved by the
Competition Authorities in terms of the Competition Act, or conditionally approved on terms and
conditions which each of Conduit Capital and the Midbrook Lane Shareholders confirms in writing to the
other (by not later than the said date and time) to be acceptable to it, acting reasonably.
Johannesburg
28 October 2016
Sponsor and Corporate Adviser
Merchantec Capital
Date: 28/10/2016 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
