EFFICIENT GROUP LIMITED - Results of Scheme Meeting

Results of Scheme Meeting

EFFICIENT GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/036947/06)
Share code: EFG       ISIN: ZAE000151841
(“Efficient” or “the Company”)

RESULTS OF SCHEME MEETING


1. INTRODUCTION

  Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
  the same meanings ascribed thereto in the circular, dated Thursday, 2 April 2020 (“Circular”).
  Shareholders are referred to:
  1.1    the joint announcement by Efficient and Apis dated 12 March 2020 (“Firm Intention
         Announcement”) regarding the terms on which Apis has made an offer to acquire all of the
         Scheme Shares, which excludes the 110 333 872 Excluded Shares held by the Remain
         Shareholders, being a total of 6 609 259 Scheme Shares, by way of a scheme of arrangement
         in terms of section 114 of the Companies Act;
  1.2    the announcement by Efficient regarding the distribution of the Circular and the notice
         convening the Scheme Meeting, dated 2 April 2020;
  1.3    the announcement by Efficient dated 30 April 2020 regarding the impact of COVID-19
         restrictions on the Scheme Meeting to be held on 7 May 2020; and
  1.4    the Circular.

  The Board is pleased to announce that, pursuant to the Scheme Meeting held on Thursday, 7 May
  2020, all the resolutions as set out in the notice convening the Scheme Meeting, were passed by the
  requisite majority of Shareholders entitled to vote, as detailed below.

2. RESULTS OF SCHEME MEETING

  The number of Shares voted in person or by proxy was 36 137 207, representing 30.90% of all the
  issued Shares.

  The resolutions proposed at the Scheme 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:

   Resolution                                                         % of votes     % of votes        % of
                                                                  carried for the   against the     Shares
                                                                      resolution     resolution   abstained
   Special Resolution Number 1
   Approval of the Scheme in accordance with the
   requirements of sections 114 and 115 of the Companies Act              99.90           0.10        0.05
   
   Special Resolution Number 2
   Revocation of Special Resolution Number 1 if the Scheme
   is terminated                                                          99.99           0.01        0.05
   
   Ordinary Resolution Number 1
   Authority granted to Directors to take all actions necessary
   to implement the Scheme Resolution: Approval of the
   Scheme in accordance with the requirements of sections
   114 and 115 of the Companies Act                                       99.99           0.01        0.05

3. REMAINING SCHEME CONDITION

   Shareholders are further advised that the Scheme remains subject to, inter alia, the fulfilment of one
   outstanding Scheme Condition, namely the issue by the Takeover Regulation Panel of a compliance
   certificate contemplated in section 121(b)(i) of the Companies Act. Efficient did not receive any notices
   from its Shareholders in terms of section 164 of the Companies Act, objecting to the Scheme. Once
   the last remaining Scheme Condition has been fulfilled, a further announcement regarding the relevant
   dates for implementation of the Scheme will be made.

The board of directors of the Company, individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit anything
that is likely to affect the importance of the information contained herein, and that all reasonable enquiries
to ascertain such information have been made.


Pretoria
7 May 2020

Sponsor to Efficient and Adviser to the Independent Board
Merchantec Capital

Corporate Adviser to Efficient
Bravura Capital

Legal Advisor to Efficient
Adams & Adams

Independent Expert
Nodus Capital TS Proprietary Limited

Legal Adviser to Apis
Cliffe Dekker Hofmeyr Inc.

Date: 07-05-2020 05:17:00
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