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Results of General Meeting of Shareholders
ASSORE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037394/06)
JSE share code: ASR
ISIN: ZAE000146932
("Assore")
RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS
Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the circular issued to Shareholders on Monday,
16 March 2020, in relation to the Transaction ("Offer Circular").
1. INTRODUCTION
1.1 Shareholders are referred to the Firm Intention Announcement relating to the Transaction,
dated Monday, 9 March 2020, the announcement confirming the issue of the Offer Circular
to Shareholders, dated Monday, 16 March 2020 and the subsequent announcement
regarding the change in logistical arrangements for the General Meeting, dated Thursday,
2 April 2020.
1.2 As contemplated in these announcements, the General Meeting was duly held at 11:00am
on Thursday, 16 April 2020 and was hosted and conducted entirely by means of electronic
communication.
2. RESULTS OF THE GENERAL MEETING
2.1 Shareholders are hereby advised that all the Resolutions set out in the Notice of General
Meeting were proposed and passed, on a poll, by the requisite majority of Shareholders
entitled to vote (being those set out in the Notice in respect of each Resolution).
2.2 Shareholders are further advised that:
2.2.1 the total number of Shares in issue as at the date of the General Meeting was
139 607 000 Shares;
2.2.2 the total number of Shares that were voted in person or represented by proxy on
Special Resolution number 1 at the General Meeting was 19 298 002, being 13.82%
of the total number of Shares in issue and being 79.53% of the total number of
Shares eligible to vote on Special Resolution number 1;
2.2.3 the total number of Shares that were voted in person or represented by proxy on
Special Resolution number 2 at the General Meeting was 19 298 002, being 13.82%
of the total number of Shares in issue and being 79.53% of the total number of
Shares eligible to vote on Special Resolution number 2;
2.2.4 the total number of Shares that were voted in person or represented by proxy on
Special Resolution number 3 at the General Meeting was 121 538 023, being
87.06% of the total number of Shares in issue and being 96.06% of the total number
of Shares eligible to vote on Special Resolution number 3; and
2.2.5 the total number of Shares that were voted in person or represented by proxy on
Ordinary Resolution number 1 at the General Meeting was 19 298 002, being
13.82% of the total number of Shares in issue and being 79.53% of the total number
of Shares eligible to vote on Ordinary Resolution number 1.
2.3 Details of the results of the voting at the General Meeting are set out below:
Special Resolution number 1 - approval of the Scheme Resolution in accordance
with sections 48(8)(a), 48(8)(b), 114(1)(e) and 115(2)(a) of the Companies Act
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
19 298 002 being 19 033 354 being 264 648 being 3 435 being
79.53% of total 98.63% of the total 1.37% of the total 0.002% of the total
votable Shares Shares voted Shares voted number of Shares
in issue and 0.01%
of the total votable
Shares
*Shares excluding abstentions
Special Resolution number 2 - approval of the Repurchase of Shares in terms of
section 48(8) of the Companies Act if the Scheme terminates or lapses
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
19 298 002 being 19 031 566 being 266 436 being 3 435 being
79.53% of total 98.62% of the total 1.38% of the total 0.002% of the total
votable Shares Shares voted Shares voted number of Shares
in issue and 0.01%
of the total votable
Shares
*Shares excluding abstentions
Special Resolution number 3 - approval of the Specific Repurchase of Shares in
terms of paragraph 5.69(b) of the Listings Requirements if the Scheme terminates
or lapses
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
121 538 023 being 121 271 187 being 266 836 being 3 435 being
96.06% of total 99.78% of the total 0.22% of the total 0.002% of the total
votable Shares Shares voted Shares voted number of Shares
in issue and
0.002% of the total
votable Shares
*shares excluding abstentions
Ordinary Resolution number 1 – approval for the Delisting in terms of paragraphs
1.15 and 1.16 of the Listings Requirements
Total number of Shares voted for Shares voted Shares abstained
Shares voted* against
19 298 002 being 18 845 982 being 452 020 being 3 435 being
79.53% of total 97.66% of the total 2.34% of the total 0.002% of the total
votable Shares Shares voted Shares voted number of Shares
in issue and 0.01%
2
of the total votable
Shares
*Shares excluding abstentions
3. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE TRANSACTION
3.1 Shareholders will be advised once all the Scheme Conditions Precedents or General Offer
Conditions, as applicable, as set out in the Offer Circular, have been fulfilled (or waived,
to the extent possible).
3.2 A finalisation announcement will be made in due course based on the indicative salient
dates and times detailed in the Offer Circular.
4. SALIENT DATES AND TIMES
Shareholders are reminded that the remaining salient dates and times in relation to the Scheme
and General Offer are as follows:
Results of General Meeting published in the South African press on
Monday, 20 April
or about
If the Scheme is approved by Shareholders at the General
Meeting:
Last day for Shareholders (who voted against the Scheme) to be
granted leave by a Court for a review of the Scheme in terms of
section 115(3)(b) of the Companies Act if the Scheme Resolution is Wednesday, 6 May
approved by Shareholders at the General Meeting (where
applicable) on
Last date for Assore to give notice of adoption of the Scheme
Resolution approving the Scheme to Dissenting Shareholders in Wednesday, 6 May
accordance with section 164(4) of the Companies Act on
The following dates assume that no Court approval or review of
the Scheme is required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional:
Finalisation announcement with regard to the Scheme published on
SENS before 11:00 (assuming no Shareholder exercises their right
Friday, 8 May
in terms of section 115(3)(b) of the Companies Act) expected to be
on or about
Finalisation announcement published in the South African Press
Monday, 11 May
expected to be on or about
Expected last day to trade, being the last day to trade Shares on the
JSE in order to participate in the Scheme (“Scheme Last Day to Tuesday, 19 May
Trade”)
Expected suspension of listing of Shares on the JSE at the
Wednesday, 20 May
commencement of trade on
Expected “Scheme Consideration Record Date”, being the date on
which Scheme Participants must be recorded in the Register to Friday, 22 May
receive the Scheme Consideration, by close of trade on
Expected “Operative Date” on or about Monday, 25 May
Scheme Consideration expected to be sent by EFT or by cheque to
Scheme Participants who are Certificated Shareholders and who Monday, 25 May
have lodged their Form of Surrender and Transfer (blue) with the
3
Transfer Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date, on or about
Dematerialised Scheme Participants expected to have their
accounts (held at their
Monday, 25 May
CSDP or Broker) credited with the Scheme Consideration on or
about
Expected date for termination of the listing of Shares in terms of the
Tuesday, 26 May
Scheme at the commencement of trade on the JSE
If the Scheme does not become unconditional and the General
Offer is implemented:
Expected finalisation announcement published on SENS on or about Friday, 8 May
Expected date of lodging an application for the termination of listing
Friday, 8 May
of the Shares on the JSE on
Expected finalisation announcement published in the South African
Monday, 11 May
press, and released on SENS on
First date on which the General Offer Consideration is expected to
be sent by EFT or by cheque to General Offer Participants who are
Certificated Shareholders who have lodged their Form of
Tuesday, 19 May
Acceptance and Transfer (pink) with the Transfer Secretaries on or
prior to the General Offer being declared wholly unconditional, on or
about
First date on which Dematerialised General Offer Participants are
expected to have their accounts with their Broker or CSDP credited Tuesday, 19 May
with the General Offer Consideration, on or about
Expected last day to trade to take up the General Offer Tuesday, 19 May
Expected suspension of the listing of the Shares at the
Wednesday, 20 May
commencement of trade on the JSE
Expected General Offer record date Friday, 22 May
Expected General Offer Closing Date. Forms to be submitted by
Friday, 22 May
12:00 on
Last date on which the General Offer Consideration is expected to
be sent by EFT or by cheque to General Offer Participants who are
Certificated Shareholders who have lodged their Form of Monday, 25 May
Acceptance and Transfer (pink) with the Transfer Secretaries on or
prior to the last day to trade to take up the General Offer, on or about
Last date on which Dematerialised General Offer Participants are
expected to have their accounts with their Broker or CSDP credited Monday, 25 May
with the General Offer Consideration on or about
Expected termination of the listing of the Shares at commencement
Tuesday, 26 May
of trade on the JSE
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and TRP, if
required. The dates have been determined based on certain assumptions regarding the dates by
which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be
obtained and that no Court approval or review of the Scheme will be required. Any change will
be released on SENS and published in the South African press.
2. Shareholders are referred to paragraph 5.8 of the Offer Circular (which contains a summary of
Dissenting Shareholders’ Appraisal Rights in respect of the Scheme) regarding timing
considerations relating to the Appraisal Rights held by Shareholders.
3. Provided the Scheme is approved and Shareholders acquire the Shares on or prior to the
Scheme Last Day to Trade (expected to be Tuesday, 19 May 2020), Shareholders will be eligible
to participate in the Scheme, as the Scheme Consideration Record Date is Friday, 22 May 2020.
4. All times given in the Offer Circular are local times in South Africa.
5. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for
the accuracy of the information contained in this announcement which relates to Assore, the
Scheme, the General Offer and the Delisting, and certify that, to the best of their knowledge and
belief, such information is true and this announcement does not omit any facts that would make
any of the information false or misleading or would be likely to affect the importance of any
information contained in this announcement. The Independent Board and the Board have made
all reasonable enquiries to ascertain that no facts have been omitted and this announcement
contains all information required by law, the Companies Act and the Listings Requirements.
Johannesburg
Thursday, 16 April 2020
FINANCIAL ADVISOR AND SPONSOR TO ASSORE
The Standard Bank of South Africa Limited
LEGAL AND TAX ADVISOR TO ASSORE
Webber Wentzel
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARIES
Singular Systems Proprietary Limited
5
Date: 16-04-2020 05:30:00
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