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ASSORE LIMITED - Results of General Meeting of Shareholders

Release Date: 16/04/2020 17:30
Code(s): ASR     PDF:  
Wrap Text
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




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Date: 16-04-2020 05:30:00
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