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Results of annual general meeting and update on the acquisition of First Impression Labels Proprietary Limited
Tiso Blackstar Group SE
(Incorporated in England and Wales)
(Company number SE 110)
(registered as an external company with limited liability in the Republic of South Africa under registration number
2011/008274/10)
LSE Ticker: TBGR
JSE Share code: TBG
ISIN: GB00BF37LF46
(“Tiso Blackstar” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND UPDATE ON THE ACQUISITION OF FIRST
IMPRESSION LABELS PROPRIETARY LIMITED (“FIL”)
1. Results of AGM
The board of Tiso Blackstar (the “Board”) is pleased to announce that at the AGM held on 3 December 2018, at
Berkeley Square House, Berkeley Square, Mayfair, London W1J 6BD, all resolutions put to the AGM were passed
by the requisite majority of shareholders and resolution 11, as set out in the Notice of the AGM, was withdrawn
prior to the AGM.
The total number of Tiso Blackstar issued shares, and shares eligible to vote, at the AGM is 275,753,092 (“Total
Shares”).
Details of the results of voting at the AGM are as follows:
Resolutions
Shares Shares
Shares voted voted Shares
voted "For" "Against" abstained
Ordinary resolution 1:
To receive and consider the auditor's report, the 226,378,875 100.00% 0.00% 0.00%
strategic report, the directors' report and the (82.09%)
accounts for the financial year ended 30 June 2018
Ordinary resolution 2:
To approve the Directors' Remuneration Report for 226,378,875 81.06% 18.94% 0.00%
the financial year ended 30 June 2018 (82.09%)
Ordinary resolution 3:
To re-elect John Broadhurst Mills as a non- 226,378,875 82.47% 17.53% 0.00%
executive director (82.09%)
Ordinary resolution 4:
To re-elect Harish Kantilal Mehta as a non- 226,378,875 82.47% 17.53% 0.00%
executive director (82.09%)
Ordinary resolution 5:
To re-appoint Deloitte LLP and Deloitte & Touche 226,378,875 98.96% 1.04% 0.00%
(for JSE purposes) as the auditors of the Company (82.09%)
Ordinary resolution 6:
To authorise the Audit Committee to determine the 226,378,875 100.00% 0.00% 0.00%
remuneration of the auditors (82.09%)
Resolutions
Shares Shares
Shares voted voted Shares
voted "For" "Against" abstained
Ordinary resolution 7:
To authorise the Company and all companies that 226,378,875 70.23% 29.77% 0.00%
are subsidiaries of the Company to make political (82.09%)
donations or incur political expenditure up to
£90,000 in aggregate (in compliance with the UK
Companies Act 2006)
Ordinary resolution 8:
To give the Board power to allot shares in the 226,378,875 69.79% 30.21% 0.00%
Company and to grant rights to subscribe for or to (82.09%)
convert any security into shares in the Company,
up to a nominal amount of €20,695,349 being one-
tenth of the existing issued share capital
Ordinary resolution 9:
To endorse, by way of a non-binding advisory vote, 226,377,858 67.02%* 32.98% 0.00%
the Company's remuneration policy (82.09%)
Ordinary resolution 10:
To endorse by way of a non-binding advisory vote, 226,378.875 69.86%* 30.14% 0.00%
the Company's remuneration implementation (82.09%)
report
Special resolution 12:
To authorise the Company to make market 226,378,875 98.96% 1.04% 0.00%
purchases of its Ordinary Shares, to a maximum (82.09%)
number of 27,230,723 Ordinary Shares
Notes:
- Percentages of shares voted are calculated in relation to the Total Shares.
- Percentage of shares voted “For” and “Against” are calculated in relation to the total number of shares voted in respect
of each resolution.
- Shares abstained are calculated as a percentage in relation to the Total Shares.
*As a result of more than 25% of the votes cast against ordinary resolutions 9 and 10, in accordance with paragraph 3.84(k) of
the JSE Limited Listings Requirements, Tiso Blackstar invites shareholders who voted against ordinary resolutions 9 and 10 to
engage with the Company regarding their views on the Company’s remuneration policy and implementation report. Shareholders
may forward their concerns / questions via email at leanna@tisoblackstar.com by close of business on 17 December 2018.
2. Update on acquisition
Shareholders are referred to the announcement published on the Stock Exchange News Service (SENS) on
Thursday, 16 November 2018 regarding the acquisition of a 100% interest in FIL (the “Announcement”). For
clarification purposes, the Board would like to confirm that:
- the sales agreement was signed on Thursday, 16 November 2018;
- the stated profit attributable to the net assets of FIL for the year ended 28 February 2018, as per its audited
annual financial statements, was the profit after taxation; and
- the conditions precedent as detailed in the Announcement are still to be fulfilled.
London
3 December 2018
For further information, please contact:
Tiso Blackstar Group SE Leanna Isaac +44 (0) 20 7887 6017
JSE Sponsor: One Capital Taryn Carter +27 (0) 11 550 5000
Date: 03/12/2018 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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