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Avior Capital Markets Holdings Limited - Notice Of Written Shareholders Resolutions In Terms Of Section 60 Of The Companies Act, No. 71 Of 2008, As Amended

Release Date: 13/02/2018 14:58
Code(s): AVR
 
Wrap Text
Notice of written shareholders resolutions in terms of section 60 of the Companies Act, No. 71 OF 2008, as amended

AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(previously Jamispan Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number: 2015/086358/06
JSE Share Code: AVR
ISIN: ZAE000211637
(“Avior Holdings” or “the Company”)


    NOTICE OF WRITTEN SHAREHOLDERS RESOLUTIONS IN TERMS OF SECTION 60 OF THE
        COMPANIES ACT, NO. 71 OF 2008, AS AMENDED AND POSTING OF CIRCULAR


Shareholders of Avior Holdings (“Shareholders”) are hereby advised that:

-      this notice relates to the submission of resolutions, in terms of the Circular dated Monday, 12
       February 2018, to Shareholders for consideration and voting as contemplated in section 60(1)
       of the Companies Act, No. 71 of 2008, as amended (“the Companies Act”); and
-      the resolutions have been submitted to all Shareholders recorded in the share register of Avior
       Holdings on Friday, 9 February 2018; and
-      Shareholders entitled to exercise voting rights in relation to the proposed resolutions must
       vote, in writing, within 20 business days after the date of posting of the Circular to
       Shareholders, the record date to determine which Shareholders are entitled to vote on the
       resolutions having been set as Friday, 16 February 2018 (“Voting Record Date”).

1. Background
1.1. The board of directors of the Company ("Board") wishes to adopt two employee share plans,
     namely:

1.1.1.      the Avior Holdings Employee Retention Plan (“Retention Plan”); and
1.1.2.      the Avior Holdings Employee Performance and Retention Plan (“Performance and
            Retention Plan”).

         (the Retention Plan and the Performance and Retention Plan are collectively referred to
         hereinafter as “the Employee Plans”).

1.2.     Shareholders should note that both the Employee Plans are share incentive schemes as
         contemplated in and complying with Schedule 14 of the JSE Limited (“JSE”) Listings
         Requirements (“JSE Listings Requirements”) and consequentially have been approved by
         the JSE’s Issuer Regulation Division.

1.3.     In accordance with the JSE Listings Requirements, the Employee Plans must also be
         approved by Shareholders by way of ordinary resolutions, requiring the approval of at least
         75% of the voting rights exercised in favour of such ordinary resolutions (“the Employee
         Plans Shareholder Resolutions”).

2. Objectives of the Employee Plans

2.1.   Retention Plan:
       The objectives and purpose of the Retention Plan is to enable the Company to retain eligible
       employees who are able to influence the performance and long-term sustainability of the
       Company, on a basis which aligns their interests with those of the Company’s Shareholders.

2.2.   Performance and Retention Plan:
       The objectives and purpose of the Performance and Retention Plan is to enable the
       Company to incentivise and retain eligible employees who are able to influence the
       performance and long-term sustainability of the Company, on a basis which aligns their
       interests with those of the Company’s Shareholders.

3. Approval of shareholders resolutions in terms of section 60 of the Companies Act

3.1.   In terms of section 60(1) of the Companies Act, a resolution that could be voted on at a
       shareholders' meeting may instead be submitted for consideration to the shareholders
       entitled to exercise voting rights in relation to that resolution, and voted on in writing by
       such shareholders within 20 business days after the resolution was submitted to them.

3.2.   Section 60(2) of the Companies Act provides that a resolution contemplated in section 60(1)
       of the Companies Act, will have been adopted if it is supported by persons entitled to
       exercise sufficient voting rights for it to have been adopted as an ordinary or special
       resolution, as the case may be, at a properly constituted shareholders' meeting, and if
       adopted, has the same force and effect as if it had been approved by voting at a
       shareholders' meeting.

3.3.   In accordance with the above, Avior Holdings hereby confirms that a circular, incorporating
       the Employee Plans Shareholder Resolutions and a form of written consent, was distributed
       to Shareholders on Monday, 12 February 2018 (“the Circular”).

3.4.   The salient dates and times relating to the adoption of the Employee Plans Shareholder
       Resolutions are as set out in table below:
                                                                                            2018
       Record date to determine which Shareholders are entitled                      Friday, 9 February
       to receive the Circular
       Circular posted to Shareholders                                           Monday, 12 February
       Details of the Employee Plans Shareholder Resolutions                     Tuesday, 13 February
       announced on SENS on
       Last day to trade for Shareholders to be recorded in the Share            Tuesday, 13 February
       Register of the Company on the Voting Record Date (as defined
       below) on
       Record date to determine which Shareholders are entitled to vote            Friday, 16 February
       on the Employee Shareholder Resolutions (“Voting Record
       Date”) on
      Deadline for the exercise of voting rights by Shareholders         Monday, 12 March
      on the Shareholder Resolutions (“Voting Deadline Date”)       (20th Business Day from
                                                                               posting date)
      Results of the voting by Shareholders on the Employee Plans       Tuesday, 13 March
      Shareholder Resolutions announced on SENS and on the
      Company’s website on

Sandton
13 February 2018

Designated Advisor:

Pallidus Capital Proprietary Limited

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