Update on the Proposed Transactions
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”)
UPDATE ON THE PROPOSED TRANSACTIONS
Shareholders are referred to the announcements released on SENS on 7 September 2018,
18 February 2019, 15 March 2019, 20 March 2019, 26 March 2019 and to the Circular distributed
to Shareholders on 18 February 2019. Terms defined in the Circular shall, unless otherwise stated,
bear the same meaning in this announcement.
In the ‘Update on the Proposed Transactions and Changes to the Board of Directors’
announcement released on SENS on 26 March 2019, Shareholders were advised, inter alia, that
the Board would continue to dynamically monitor developments in relation to, inter alia, the
Proposed Transactions and would keep Shareholders updated via SENS of any developments
relating to implementation of the Scheme Repurchase in particular.
Court approval of the Scheme Repurchase
As set out in the 'Results of General Meeting' announcement released on SENS on 20 March 2019,
the requisite majority of Shareholders present and voting at the General Meeting approved Special
Resolution Number 1.
In excess of 15% of the voting rights exercised by Shareholders present and voting on Special
Resolution Number 1 voted against Special Resolution Number 1 and this entitles any Shareholder
who voted against Special Resolution Number 1 to require the Company to seek court approval for
the implementation of Special Resolution Number 1 (and hence the Scheme Repurchase) in terms
of section 115(3)(a) of the Companies Act.
Shareholders are advised that a Shareholder that voted against Special Resolution Number 1 at
the General Meeting has sent a notice to the Company in terms of section 115(3)(a) of the
Companies Act, requiring the Company to seek court approval for Special Resolution Number 1
("Section 115 Notice"). As a result, the Company must, in terms of section 115(5) of the
• apply to the court for approval of Special Resolution Number 1 within 10 Business Days after
the adoption of Special Resolution Number 1 at the General Meeting (ie by 4 April 2019); or
• treat Special Resolution Number 1 as a nullity.
The Board is considering appropriate next steps given these developments and will keep
Shareholders updated via SENS. The Board is satisfied with the processes followed in respect of
the Proposed Transactions and the treatment of Shareholders.
29 March 2019
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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