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IMPERIAL HOLDINGS LIMITED - Results of General Meeting

Release Date: 14/09/2018 13:30
Code(s): IPL IPLP     PDF:  
Wrap Text
Results of General Meeting

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/021048/06)
Ordinary share code: IPL         ISIN: ZAE000067211
Preference share code: IPLP ISIN: ZAE000088076
(“Imperial”)



    RESULTS OF THE ELIGIBLE SHAREHOLDER GENERAL MEETING AND COMBINED GENERAL
                                     MEETING


Shareholders are referred to the announcement released by Imperial on 13 August 2018 in which Imperial
announced its intention to propose a repurchase of 100% of the outstanding non-redeemable, cumulative, non-
participating preference shares in the issued share capital of Imperial (“Preference Shares”) by way of a
scheme of arrangement (“the Scheme”) in terms of section 114(c) of the Companies Act, No. 71 of 2008 and
the Circular posted by Imperial to Shareholders on Thursday, 16 August 2018 (“the Circular”) to propose the
Scheme and convene the Meetings on Friday, 14 September 2018.

Capitalised terms used in this announcement bear the same meaning as the capitalised and defined terms used
in the Circular.

Further to the Circular, Shareholders are advised that the voting results of the Meetings held on Friday, 14
September 2018 were as follows:


Results of the Eligible Shareholder General Meeting

  Resolution                       Number of       Percentage of         For**      Against**      Abstained*
                                   Preference       Preference            %            %               *
                                     Shares          Shares in                                         %
                                      voted           issue*


Special resolution:
Approval of the Scheme in
terms of section 114(1)(c)         2 469 918           54.40%           87.57%       12.43%          0.00%
read with section 115(2)(a) of
the Companies Act

*Based on 4 540 041 Preference Shares in issue.
**In relation to the total number of Preference Shares voted at the Eligible Shareholder General Meeting.

Based on the above, the Scheme Resolution was passed by the requisite majority of Eligible Shareholders
present in person or represented by proxy at the Eligible Shareholder General Meeting.


Results of the Combined General Meeting

  Resolution                      Number of       Percentage         For***      Against***     Abstained***
                                   Shares         of Shares in         %            %                %
                                    voted             issue


Special resolution number
1:
                                 118 653 135        56.60%          98.27%         1.71%            0.03%
Specific repurchase of
Preference Shares in terms
of paragraph 5.69 of the
Listings Requirements and
article 16.3 of the MOI
Special resolution number
2:
Acquisition of more than
5% of the issued                 121 081 924           56.53%          98.33%          1.67%             0.02%
Preference Shares in terms
of section 48(8)(b) read
with sections 114 and 115
of the Companies Act

*Based on 214 180 921 Shares in issue.
**Based on 214 180 921 Shares in issue excluding preference shares.
***In relation to the total number of Shares voted at the Combined General Meeting.

Based on the above, the Repurchase Resolutions were passed by the requisite majority of Shareholders present
in person or represented by proxy at the Combined General Meeting.

The Scheme remains subject to the fulfilment, or waiver (if applicable), of the Conditions Precedent, by no later
than 17:00 on Tuesday, 2 October 2018 or such later time and date as Imperial may in its sole discretion determine
(and subject to approval from the Panel), as detailed in the Circular.

Shareholders will be advised once all the remaining Conditions Precedent to the Scheme have been fulfilled or
not-fulfilled (as the case may be).

The remaining salient dates and times relating to the finalisation and implementation of the Scheme are as set
out in the Circular. Note that these dates and times have not changed from those dates and times set out in the
Circular. Any material amendments to those dates and times will be announced on SENS and published in the
South African press.

Johannesburg
14 September 2018

Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited

Legal Advisor
Bowmans Gilfillan Inc.

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Independent Reporting Accountants
Deloitte & Touche

JSE Sponsor
Merrill Lynch SA Proprietary Limited


DISCLAIMER

Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of any
offer to purchase or subscribe for, any securities of Imperial in any jurisdiction. 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. Failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction.

Date: 14/09/2018 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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 information disseminated through SENS.

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