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Specific Issue of Shares for Cash: Notice of Written Shareholders' Resolutions and Posting of Circular
GLOBAL ASSET MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM ISIN: ZAE000173498
("Global" or “the Company”)
SPECIFIC ISSUE OF SHARES FOR CASH: NOTICE OF WRITTEN SHAREHOLDERS’ RESOLUTIONS
IN TERMS OF SECTION 60 OF THE COMPANIES ACT, NO. 71 OF 2008, AS AMENDED
(“Companies Act”) AND POSTING OF CIRCULAR
1. Introduction
1.1 Shareholders are referred to the announcement dated 22 February 2019 (“the First
Announcement”) advising that Global had entered into a subscription agreement
with UBI General Partner Proprietary Limited, on behalf of the ARC Fund (“ARC”),
an en commandite partnership associated with African Rainbow Capital
Investments Limited, in terms of which ARC will subscribe for, and the Company will
issue, 27 322 404 Global shares (“Subscription Shares”) for cash at a subscription
price of R1.83 per share (“Subscription Price”) for an aggregate amount of R50
million (“Specific Issue”).
1.2 The First Announcement referenced the fact that the Specific Issue will be effected
on an accelerated basis in terms of paragraph 11.19B of the Listings Requirements
of the JSE Limited (“JSE”). However, the Specific Issue has instead been based on
the requirements for a normal specific issue of shares for cash in terms of
paragraph 5.51 of the Listings Requirements of the JSE.
2. Notice of ordinary resolutions providing for the approval of the Specific Issue
(“Proposed Resolutions”) to be proposed to shareholders in terms of section 60 of
the Companies Act (“the Notice”)
2.1 Notice is hereby given to shareholders that the board of directors of the Company
(“the Board”) has resolved to propose that shareholders consider and, if deemed
fit, pass, with or without modification, the Proposed Resolutions by written consent
in terms of section 60 of the Companies Act.
2.2 The Proposed Resolutions provide for:
2.2.1 a specific issue of 27 322 404 Global shares for cash at an issue price of
R1.83 per share to ARC for an aggregate consideration of R50 million
(“Specific Issue Ordinary Resolution”); and
2.2.2 an enabling resolution (“Enabling Resolution”).
2.3 The Subscription Price is at a 221% premium to the 30-day volume weighted
average price of 57 cents per share at 21 February 2019, being the last date of
trade prior to the parties agreeing to the Specific Issue. The Subscription Shares will
rank pari passu with the existing shares in issue and will be of a class already in
issue.
2.4 The Specific Issue will have no impact on the financial statements of the Company
other than the subscription of shares for cash.
2.5 Section 65(2) of the Companies Act provides that the Board may propose any
resolution to be considered by shareholders, and may determine whether that
resolution will be considered at a meeting, or by vote or written confirmation in
terms of section 60 of the Companies Act. The Board has resolved that the
Proposed Resolutions, as set out in Annexure 1 to the circular referred to below,
should be considered by shareholders by written consent in terms of section 60 of
the Companies Act.
2.6 Section 60(1) of the Companies Act provides that a resolution that could be voted
on at a shareholders’ meeting may instead be (i) submitted for consideration to
the shareholders entitled to exercise voting rights in relation to the resolution, and
(ii) voted on in writing by shareholders entitled to exercise voting rights in relation to
the resolution, within 20 (twenty) business days after the resolution was submitted to
them.
2.7 Section 60(2) of the Companies Act further 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 ma y be, at a properly
constituted shareholders’ meeting, and, if adopted, such resolution will have the
same effect as if it had been approved by voting at a meeting.
3. Posting of circular
Shareholders are advised that a circular, incorporating the Proposed Resolutions
and a form of written consent (“Written Consent”), was distributed to shareholders
on Thursday, 7 March 2019 (“the Circular”). The Circular is also available on the
Company's website at http://www.global-ltd.co.za.
4. Important dates and times
The table below sets out the important dates and times in relation to the Specific
Issue:
2019
Record date to determine which shareholders are entitled
to receive the Notice Friday, 22 February
Circular posted to shareholders Thursday, 7 March
Publication on SENS and the Company’s website and issue
date of the Notice in terms of Section 60 Thursday, 7 March
Latest date by which the Written Consent is to be received
by the transfer secretaries by 12:00 Friday, 12 April
Results of the voting to be released on SENS Monday, 15 April
Posting of statement describing the results of the vote Thursday, 18 April
Notes:
1. Dates and times are subject to potential changes. Any such changes will be
released on SENS.
2. In order for the Specific Issue Ordinary Resolution and the Enabling Resolution
to be adopted, at least 75% (in respect of the former) and 50% plus one vote
(in respect of the latter) of all the voting rights exercised on such resolutions
must have been exercised in favour thereof within 20 (twenty) business days
after the Proposed Resolutions were submitted to shareholders. Shareholders
are advised that ARC, which, as at the date of this announcement, holds
25.54% of the issued share capital of Global, will be precluded from voting on
the Specific Issue Ordinary Resolution.
3. Notwithstanding, the Specific Issue Ordinary Resolution and the Enabling
Resolution will become adopted and effective as soon as the voting rights
exercised in favour thereof equate to 75% (in respect of the former) and 50%
plus one vote (in respect of the latter) of all voting rights that were entitled to
be exercised on such resolutions, which may be sooner than the closing date
as set out above.
4. As soon as it has been established that the Proposed Resolutions have been
adopted or rejected by shareholders, the Company will release a statement
on SENS and the Company’s website to inform shareholders thereof.
5. Mandatory offer
Subject to the Specific Issue becoming unconditional, the issue of the Subscription
Shares to ARC will result in ARC holding an effective shareholding in Global of
approximately 45.30% of Global’s entire issued ordinary share capital, triggering the
requirement for a mandatory offer by ARC to the remaining Global shareholders in
terms of section 123 of the Companies Act. A separate announcement in this
regard will be made in due course.
By order of the board
Johannesburg
7 March 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 07/03/2019 02:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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