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Results of the Scheme Meeting of Rolfes Shareholders
Rolfes Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF
ISIN: ZAE000159836
(“Rolfes” or “the Company”)
Packaging Solutions Africa
(Incorporated in the Republic of Mauritius)
(Registration number 134938C2/GBL)
(A wholly owned special purpose vehicle of Phatisa Food Fund 2 LLC,
which is managed by Phatisa)
(“Offeror”)
RESULTS OF THE SCHEME MEETING OF ROLFES SHAREHOLDERS
Shareholders are referred to the announcement released on SENS on
Friday, 29 November 2019 regarding the posting of the Circular
containing the details of the Offer and the Delisting and
incorporating a notice of the Rolfes General Meeting, held on
Thursday 9 January 2020 at First Floor, The Oval West, Wanderers
Office Park, 52 Corlett Drive, Illovo. Shareholders are advised that
at the Rolfes General Meeting, all the proposed special and ordinary
resolutions, were passed by the requisite majority of shareholders
present and voting, in person or by proxy.
Details of the results of voting at the Rolfes General Meeting are
as follows:
- Total number of issued ordinary shares: 161 942 800
- Total number of issued ordinary shares net of treasury shares
and shares held by concert parties (as defined in the Circular)
(“Total Votable Ordinary Shares”): 77 634 378
- Total number of issued ordinary shares which were
present/represented at the annual general meeting: 42 289 920
being 54.47% of the Total Votable Ordinary Shares.
Special resolution number 1: Approval of the Scheme
For Against Abstentions (2) Shares voted(3)
41 782 459, 62 514, being 444 947, being 42 289 920,
being 99.85% 0.15% 1.06% being 54.47%
Special resolution number 2: Approval of the Vuwa Repurchase and
Repurchase Election
For Against Abstentions (2) Shares voted(3)
41 782 459, 62 514, being 444 947, being 42 289 920,
being 99.85% 0.15% 1.06% being 54.47%
Special resolution number 3: Approval of the Subscription (section
41(3))
For Against Abstentions (2) Shares voted(3)
41 782 459, 62 514, being 444 947, being 42 289 920,
being 99.85% 0.15% 1.06% being 54.47%
Ordinary resolution number 1: Authorisation of directors
For Against Abstentions (2) Shares voted(3)
41 783 953, 61 020, being 444 947, being 42 289 920,
being 99.85% 0.15% 1.06% being 54.47%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such
individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as
a percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or
by proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total
Votable Ordinary Shares.
SCHEME CONDITIONS
As a result of section 115(3)(a) of the Companies Act not being
applicable, the passing of the above resolutions fulfils the
Conditions Precedent set out in paragraphs 4.3.2 and 4.3.3 of the
Circular
No Shareholders have (i) given notice objecting to the Scheme, or (ii)
exercised their Appraisal Rights. In addition, the percentage of
Rolfes Shares that voted against the Scheme Resolution did not exceed
3% of the Rolfes Shares in issue. Accordingly, the Condition Precedent
set out in paragraph 4.3.4 of the Circular has been fulfilled.
The Rolfes Scheme remains subject to the remaining Scheme Conditions
as set out in the Circular. Once these remaining Scheme Conditions
have been fulfilled or waived (and subject to such occurring), a
further announcement regarding the relevant dates for the
implementation of the Rolfes Scheme will be made.
Johannesburg
9 January 2020
Corporate Finance Advisor to Rolfes
Apex Partners Holdings Proprietary Limited
Legal Adviser to the Offeror
Webber Wentzel
Rolfes Transaction Sponsor
Grindrod Bank Limited
Independent Expert to the Independent Board
BDO Corporate Finance Proprietary Limited
Date: 09-01-2020 03:51:00
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