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AFRICAN PHOENIX INVESTMENTS LIMITED - Results of General Meeting

Release Date: 20/03/2019 17:48
Code(s): AXL AXLP     PDF:  
 
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Results of General Meeting

AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL      ISIN: ZAE000221370
Hybrid instrument code: AXLP     ISIN: ZAE000221388
(“African Phoenix” or “the Company”)

RESULTS OF GENERAL MEETING

INTRODUCTION
Shareholders are referred to the announcements released on SENS on 7 September 2018,
18 February 2019 and 15 March 2019, and to the circular distributed to Shareholders on
18 February 2019 ("Circular"). The capitalised terms used in this announcement, unless otherwise
defined herein, bear the meanings ascribed to them in the Circular.

Shareholders are advised that the General Meeting, convened in terms of the notice of General
Meeting to Shareholders dated 18 February 2019, was held today, 20 March 2019.

RESULTS OF VOTING AT THE GENERAL MEETING
Shareholders are hereby advised that all of the resolutions proposed at the General Meeting were
passed by the requisite majority of Shareholders.

The number of Shares present in person or represented by proxy at the General Meeting was
1 031 465 433 Ordinary Shares (representing 72.28% of the total issued Ordinary Shares ie.
1 427 005 272) and 9 613 891 Preference Shares (representing 71.09% of the total issued
Preference Shares ie. 13 523 029).

As outlined in the Circular, Ordinary Shareholders and Preference Shareholders voted together on
the proposed resolutions. Accordingly, the resolutions proposed at the General Meeting, together
with the percentage of Shares abstained, as well as the percentage of votes carried for and against
each resolution, are set out in the table below. The separate percentages of each of the Ordinary
Shares and the Preference Shares, as well as the corresponding percentages of votes carried for
and against each resolution, is set out in the tables thereafter.

                                                             Aggregate Voting Results
                                                         (Ordinary and Preference Shares)1
                                                               For       Against      Abstained
                                                                %             %               %
Special Resolution Number 1 – approval of
Scheme Repurchase in accordance with the
Companies Act                                               78.91          21.09            0.01
Special Resolution Number 2 – approval of
Voluntary Repurchase of up to 100% of the
Preference Shares in issue and delisting                    92.84           7.16            0.01
Special Resolution Number 3 – authority to
provide loans and other financial assistance to
related or interrelated persons                             89.60          10.40            0.04
Special Resolution Number 4 – amendments of
the MoI                                                     89.42          10.58            0.02
Special Resolution Number 5 – issue of Shares
to the Participation Partnership                            89.43          10.57            0.02
Ordinary Resolution Number 1 – adoption of
Investment Policy                                           89.61          10.39            0.02
Ordinary Resolution Number 2 – approval of
Management Arrangements as a composite
agreement with Related Parties                              89.61          10.39            0.02
Ordinary Resolution Number 3 – Authorisation
of Directors                                                89.61          10.39            0.02

Note:
1. In accordance with the voting rights attaching to the Ordinary Shares and Preference Shares
   respectively, voting together, whether present in person or represented by proxy at the General
   Meeting, and entitled to exercise voting rights on such resolution, excluding the Related Parties
   and their associates (as such terms are defined in the Listings Requirements).

                                                                     Ordinary Shares
                                                               For        Against      Abstained
                                                                %              %               %
Special Resolution Number 1 – approval of
Scheme Repurchase in accordance with the
Companies Act                                               78.91           21.09            0.01
Special Resolution Number 2 – approval of
Voluntary Repurchase of up to 100% of the
Preference Shares in issue and delisting                    92.90            7.10            0.01
Special Resolution Number 3 – authority to 
provide loans and other financial assistance to
related or interrelated persons                             89.64           10.36            0.02
Special Resolution Number 4 – amendments of
the MoI                                                     89.48           10.52            0.02
Special Resolution Number 5 – issue of Shares
to the Participation Partnership                            89.49           10.51            0.02
Ordinary Resolution Number 1 – adoption of 
Investment Policy                                           89.67           10.33            0.02
Ordinary Resolution Number 2 – approval of
Management Arrangements as a composite
agreement with Related Parties                              89.67           10.33            0.02
Ordinary Resolution Number 3 – Authorisation
of Directors                                                89.67           10.33            0.02

                                                                  Preference Shares
                                                               For        Against      Abstained
                                                                %              %               %
Special Resolution Number 1 – approval of
Scheme Repurchase in accordance with the
Companies Act                                               76.75          23.25             0.01
Special Resolution Number 2 – approval of
Voluntary Repurchase of up to 100% of the
Preference Shares in issue and delisting                    76.75          23.25             0.01
Special Resolution Number 3 – authority to
provide loans and other financial assistance to
related or interrelated persons                             75.26          24.74             5.49
Special Resolution Number 4 – amendments of
the MoI                                                     71.58          28.42             1.33
Special Resolution Number 5 – issue of Shares
to the Participation Partnership                            71.39          28.61             1.78
Ordinary Resolution Number 1 – adoption of
Investment Policy                                           71.39          28.61             1.78
Ordinary Resolution Number 2 – approval of
Management Arrangements as a composite
agreement with Related Parties                              71.35          28.65             1.89
Ordinary Resolution Number 3 – Authorisation
of Directors                                                71.39          28.61             1.78


UPDATE REGARDING THE PROPOSED TRANSACTIONS
As set out above, Special Resolution Number 1 relating to the Scheme Repurchase was adopted
by the requisite majority of Shareholders at the General Meeting. However, the implementation of
the Scheme Repurchase remains subject to the fulfilment or waiver, to the extent permitted, of the
remaining Scheme Repurchase Conditions as set out in the Circular. The Company has received
objection notices in terms of section 164(3) of the Companies Act from three Preference
Shareholders holding in aggregate 1 252 598 Preference Shares. In the event that the Scheme
Repurchase becomes unconditional and operative, the Voluntary Repurchase will not be
implemented.

As set out above, Special Resolution Number 2 relating to the Voluntary Repurchase was also
adopted by the requisite majority of Shareholders at the General Meeting. However, the
implementation of the Voluntary Repurchase remains subject to the fulfilment or waiver, to the
extent permitted, of the remaining Voluntary Repurchase Conditions as set out in the Circular,
including that Special Resolution Number 1 is not adopted by the requisite majority of Shareholders
and/or the Scheme Repurchase is not implemented for any reason whatsoever. In the event that
the Voluntary Repurchase is implemented, Preference Shareholders that do not elect to participate
in the Voluntary Repurchase or fail to make an election in relation to the Voluntary Repurchase will
remain as Preference Shareholders in African Phoenix.

Shareholders are hereby advised that a meeting of the Board will take place on Monday, 25 March
2019 in order for the Directors to deliberate on the remaining Scheme Repurchase Conditions and
the remaining Voluntary Repurchase Conditions. Shareholders will be updated on these
deliberations by way of a further SENS announcement. The salient dates and times as set out in
the Circular currently remain unaltered and Shareholders will be notified of any amendments to the
salient dates and times.


Johannesburg
20 March 2019

Financial advisor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisor
Webber Wentzel

Sponsor
Merchantec Capital

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