Wrap Text
Results of scheme meeting
OMNIA HOLDINGS LIMITED SOLAR SA INVESTMENTS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1967/003680/06) (Registration number 2026/528940/07)
JSE share code: OMN (SOLAR SA)
ISIN: ZAE000005153
(OMNIA)
RESULTS OF SCHEME MEETING
Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in the announcement,
bear the meaning ascribed to them in the combined circular (Circular) to shareholders of Omnia (Omnia Shareholders)
dated 7 October 2026.
Omnia Shareholders are referred to the sections of the Circular relating to:
- the scheme of arrangement in terms of section 114(1)(c) of the Companies Act read with section 115 of the
Companies Act, proposed by the Omnia Board between Omnia and Omnia Shareholders, in terms of which, if
implemented, Scheme Participants will dispose of their Scheme Shares to Solar SA for the Scheme
Consideration on the Scheme Implementation Date; and
- the subsequent Delisting of all Omnia Shares from the Main Board of the JSE (in terms of paragraph 1.8(d) of
the Listings Requirements) and from A2X (in terms of the A2X trading rules), pursuant to the Scheme being
implemented.
Shareholders are advised that at the Scheme Meeting held today, 5 November 2026, all the binding resolutions tabled
thereat were passed by the requisite majority of votes cast by Omnia Shareholders.
The total number of Omnia Shares voted in person or by proxy at the Scheme Meeting including abstentions was
121 645 493 representing 74,95% of Omnia’s issued ordinary share capital, being 162 297 200 Omnia Shares as at
Friday, 30 October 2026, which was the Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED ABSTAINED
RESOLUTION FOR AGAINST
(%)(1) (%)(1) NUMBER %(4)
Special Resolution Number 1
Approval of the Scheme in terms
of sections 114(1)(c) and 115 of
the Companies Act 99,97% 0,03% 121 609 085(2) 0,02%
Special Resolution Number 2
Revocation of Special Resolution
Number 1 if the Scheme is not
implemented 99,98% 0,02% 121 590 259(3) 0,03%
Notes:
1. Votes cast disclosed as a percentage of the total number of shares voted at the Scheme Meeting
2. Representing 74.93% of Omnia’s issued ordinary share capital
3. Representing 74.92% of Omnia’s issued ordinary share capital
4. Shares abstained disclosed as a percentage of Omnia’s issued ordinary share capital
CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME
Omnia Shareholders will be advised once all the Scheme Conditions as set out in the Circular have been fulfilled (or
waived, to the extent possible).
A finalisation announcement will be made in due course based on the indicative salient dates and times detailed in
the Circular.
SALIENT DATES AND TIMES
Shareholders are referred to the salient dates and times included in the Circular and set out in the announcement
released on SENS on Wednesday, 7 October 2026 (which is available on Omnia’s website at:
https://omnia.co.za/media/omnia-circular-2026.pdf) which set out the remaining salient dates and times relating to the
Scheme and Delisting. These salient dates and times are subject to change since they have been determined based
on certain assumptions including that no Court approval or review of the special resolution approving the
implementation of the Scheme will be required. Shareholders will be notified of any amendments to these salient dates
and times on SENS.
OMNIA BOARD RESPONSIBILITY STATEMENT
The Omnia Board collectively and individually, accept full responsibility for the accuracy of the information given in this
announcement and certify that, to the best of their knowledge and belief, no facts have been omitted which would make
any statement in this announcement false or misleading, that all reasonable enquiries to ascertain such facts have been
made and that this announcement contains all information required by Law and the Listings Requirements.
THE INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board (to the extent that the information relates to Omnia) collectively and individually accept
responsibility for the accuracy of the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Omnia is true and this announcement
does not omit anything that is likely to affect the importance of such information, and that all reasonable enquiries to
ascertain such information have been made. No member of the Independent Board is excluded from the statements
above.
SOLAR SA AND SOLAR MAURITIUS RESPONSIBILITY STATEMENT
The boards of directors of Solar SA and Solar Mauritius (to the extent that the information relates to Solar SA and Solar
Mauritius) collectively and individually accept responsibility for the information contained in this announcement and
certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Solar
SA and Solar Mauritius is true and this announcement does not omit anything that is likely to affect the importance of
such information. They have made all reasonable enquiries to ascertain that no facts have been omitted, and this
announcement contains all information required.
5 November 2026
Financial advisor and transaction sponsor to Omnia
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Legal advisors to Omnia
Webber Wentzel
Corporate advisor and sponsor to Omnia
Java Capital
Financial advisors to Solar SA, Solar Mauritius and Solar Industries India Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Barrenjoey Advisory Pty Limited
MP Capital Partners Pty Limited
Legal advisors to Solar SA, Solar Mauritius and Solar Industries India Limited
DLA Piper Advisory Services Proprietary Limited
Cyril Amarchand Mangaldas
Disclaimer
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by Law and
therefore persons in any such jurisdictions into which this announcement is released, published or distributed should
inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities Laws of any such jurisdiction. This announcement does not constitute the
solicitation of an offer to purchase shares or a solicitation of any vote or approval in any jurisdiction in which such
solicitation would be unlawful.
The Scheme, which is the subject of this announcement, may be affected by the Laws of the relevant jurisdictions of
non-resident shareholders. Such non-resident shareholders should familiarise themselves with and observe any
applicable legal requirements of such jurisdictions. It is the responsibility of any non-resident shareholder to satisfy
himself as to the full observance of the Laws and regulatory requirements of the relevant jurisdiction in connection with
the Scheme, which is the subject of this announcement, including the obtaining of any governmental, exchange control
or other consents or the making of any filings which may be required, the compliance with other necessary formalities,
the payment of any issue, transfer or other taxes or other requisite payments due to such jurisdiction. The Scheme is
governed by the laws of South Africa and is subject to any applicable Laws and regulations, including the Listings
Requirements, the Companies Act and the Takeover Regulations. Any Shareholder who is in doubt as to its position,
including, without limitation, tax status, should consult an appropriate independent professional advisor in the relevant
jurisdiction without delay.
Forward-Looking Statements
This announcement contains statements about Omnia that are or may be forward-looking statements. All statements,
other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without
limitation, those concerning: strategy; the economic outlook for the industry; cash costs and other operating results;
growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and
expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking
statements are not based on historical facts, but rather reflect current expectations concerning future results and events
and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect",
"anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words
and phrases. Examples of forward-looking statements include statements regarding a future financial position or future
profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditure, acquisition strategy,
and expansion prospects for future capital expenditure levels and other economic factors, such as, inter alia, interest
rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Omnia cautions that forward-looking statements are
not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments
within the industry in which Omnia operates may differ materially from those made in, or suggested by, the forward-
looking statements contained in this announcement. All these forward-looking statements are based on estimates and
assumptions, as regards Omnia, made by Omnia as communicated in publicly available documents issued by Omnia,
all of which estimates and assumptions, although Omnia believes them to be reasonable, are inherently uncertain. Such
estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied in
those forward-looking statements or assumptions include other matters not yet known to Omnia or not currently
considered material by Omnia. Shareholders should keep in mind that any forward-looking statement made in this
announcement or elsewhere is applicable only at the date on which such forward-looking statement is made. New
factors that could cause the business of Omnia not to develop as expected may emerge from time to time and it is not
possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results
to differ materially from those contained in any forward-looking statement are not known. Omnia and Solar SA have no
duty to, and do not intend to, update or revise the forward-looking statements contained in this announcement after the
date of issue of this announcement, except as may be required by Law. Any forward-looking statement has not been
reviewed nor reported on by Omnia's external auditors.
Foreign Omnia Shareholders
This announcement has been prepared for the purposes of complying with the Laws of South Africa and is subject to
applicable Laws in South Africa, including but not limited to the Companies Act, the Companies Regulations and the
Listings Requirements and is published in terms thereof. The information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the Laws of any jurisdiction
outside of South Africa, or the requirements of any exchange other than the JSE. To the extent that the release,
publication or distribution of this announcement in jurisdictions other than South Africa may be restricted or prohibited
by Law and therefore any Persons who are subject to the Laws of any jurisdiction other than South Africa should inform
themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements
may constitute a violation of the securities Laws of any such jurisdiction. This announcement and any accompanying
documentation are not intended to, and do not constitute, or form part of, an offer to sell or a solicitation of any vote or
approval in any jurisdiction in which it is unlawful to make such an offer or solicitation, or such offer or solicitation would
require Omnia to comply with any filing and/or other regulatory obligations ("Affected Jurisdictions"). In those
circumstances or otherwise if the distribution of this announcement and any accompanying documentation in
jurisdictions outside of South Africa are restricted or prohibited by the Laws of such jurisdiction, this announcement and
any accompanying documentation are deemed to have been sent for information purposes only and should not be
copied or redistributed.
Shareholders are made aware that it may be difficult for you to enforce your rights and any claim you may have arising
under other foreign securities Laws, since Omnia is located in South Africa. You may not be able to sue Omnia, Solar
SA or their respective officers or Directors in any Court, including South African Courts, for violations of securities Laws
in other jurisdictions. It may be difficult to compel Omnia, Solar SA or a Member of the Omnia Group or the Solar Group
to subject itself to a Court's judgment in other jurisdictions.
Omnia Shareholders who are not resident in, or who have a registered address outside of, South Africa must
satisfy themselves as to the full observance of the Laws of any applicable jurisdiction concerning the receipt
of the Scheme Consideration, including any requisite governmental or other consents, observing any other
requisite formalities and paying any transfer or other taxes due in such other jurisdictions and are required to
advise Omnia of all such filing or regulatory obligations as Omnia, or Solar SA may be required to comply with
in such jurisdictions in relation to the Transaction. Foreign Shareholders who are in any doubt as to their
position should consult their professional advisors immediately. Any Foreign Shareholder will be responsible
for any transfer taxes, other taxes or other requisite payments by whomsoever payable on behalf of such
Foreign Shareholder. Omnia and Solar SA and their respective boards of directors and advisors accept no
responsibility for the failure by an Omnia Shareholder to inform itself about, or to observe, any applicable legal
requirements in any relevant jurisdiction, nor for any failure by Omnia, or Solar SA to observe the requirements
of any jurisdiction.
Omnia Shareholders wishing to accept the Offer, if applicable, should not use the post of any of the Affected
Jurisdictions or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to the Offer.
Envelopes containing the Form of Surrender, Transfer and Acceptance (blue) or other documents relating to the
Offer should not be post-marked in any of the Affected Jurisdictions or otherwise dispatched from any of the Affected
Jurisdictions and all acceptors must provide addresses outside the Affected Jurisdictions for receipt o f the Per Share
Scheme Consideration to which they are entitled under the Offer.
General
This announcement does not constitute a prospectus or a prospectus-equivalent document. Omnia Shareholders are
advised to read the Circular, which contains the full terms and conditions of the Scheme, with care. Any decision to
approve the Scheme or any other response to the Scheme should be made only on the basis of the information
contained in the Circular. The Scheme and the Circular are governed by the Laws of South Africa and are subject to
applicable South African Laws, including the Companies Act, the Takeover Regulations and to the extent applicable,
the Listings Requirements. The offer is made for the securities of a South African company, being Omnia, by means of
the Scheme. The offer is subject to disclosure requirements under South African Law that are different from those in
other jurisdictions. Financial statements included in the Circular have been prepared in accordance with South African
accounting standards and IFRS that may not be comparable to the financial statements of companies in other
jurisdictions. Any Omnia Shareholder who is in doubt as to its position, including, without limitation, its tax status, should
consult an appropriate independent professional advisor in the relevant jurisdiction without delay.
Date: 05/11/2026 04:25:00
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 
