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RH BOPHELO LIMITED - Distribution of integrated annual report, no change statement, notice of Annual general meeting

Release Date: 30/06/2022 17:38
Code(s): RHB     PDF:  
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Distribution of integrated annual report, no change statement, notice of Annual general meeting

RH Bophelo Limited
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE and RSE share code: RHB, ISIN: ZAE000244737
(“RH Bophelo” or “the Company”or “RHB”)

DISTRIBUTION OF INTEGRATED ANNUAL REPORT, NO CHANGE STATEMENT, NOTICE OF
ANNUAL GENERAL MEETING AND THE PROPOSED AMENDMENTS TO THE MEMORANDUM
OF INCORPORATION AND THE MANAGEMENT AGREEMENT

DISTRIBUTION OF INTEGRATED ANNUAL REPORT AND NO CHANGE STATEMENT
Shareholders are hereby advised that RH Bophelo's Integrated Annual Report, containing the Audited
Financial Statements for the year ended 28 February 2022 and the Notice of Annual General Meeting
incorporating the proposed amendments to the Memorandum of Incorporation and the
Management Agreement, was distributed to shareholders today, 30 June 2022, and contains no modifications to th
e audited results which were announced on SENS on 10 June 2022. The Integrated Annual Report is also
available at www.rhbophelo.co.za.

The Annual Financial Statements were audited by the Company`s auditors, Mazars South Africa. A copy
of their unmodified audit report is available for inspection at the Company`s registered office or can be downloade
d on the following link: https://www.rhbophelo.co.za/wp-content/uploads/2022/06/RHBL-AFS.pdf.


NOTICE OF ANNUAL GENERAL MEETING OF RH BOPHELO LIMITED
Notice is hereby given that the Annual General Meeting of RH Bophelo Limited will be held entirely via a
remote interactive platform ‘Microsoft Teams’ on Friday, 12 August 2022 at 10h00 (“the AGM”), to
transact the business as set out in the notice of the Annual General Meeting which forms part of the
Integrated Annual Report.

Completed forms of proxy and the authority (if any) under which they are signed must be lodged with or posted to
the Transfer Secretaries of the Company, Computershare Investor Services (Pty) Limited, at
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 or posted to the Transfer Secretaries at Private Bag
X9000, Saxonwold, 2132, to be received by them by no later than 10h00 on Wednesday, 10 August
2022, provided that any form of proxy not delivered to the Transfer Secretary by this time may be
handed to the Chairman of the AGM at any time prior to the commencement of the AGM.

The date on which shareholders must be recorded as such in the share register of the Company to be
eligible to vote at the AGM is Friday, 5 August 2022, with the last day to trade being
Tuesday, 2 August 2022.

AMENDMENTS TO THE COMPANY’S MEMORANDUM OF INCORPORATION AND THE MANAGEMENT AGREEMENT

The Board of Directors have resolved that, in terms of section 16 of the Companies Act, the existing Memorandum
of Incorporation (“MOI”) of the Company be amended to align with the current nature of RHB’s business as an
Investment Holding Company and the treatment of the B Ordinary Share Dividend

The proposed amendments to the MOI will result in consequential amendments to the Management Agreement.
Therefore, the directors have also resolved, that in terms of section 16 of the Companies Act, the Management
Agreement between the Company, RH Bophelo Operating Company Proprietary Limited (“Opco”) and RH Bophelo
Management Company Proprietary Limited (“Manco”) be amended to align with the current nature of RHB’s
business as an Investment Holding Company and the treatment of the B Ordinary Share Dividend to facilitate paying
the management fee either in cash or through the issue of RH Bophelo shares or a combination thereof at the
election of RH Bophelo, subject to the JSE Listings Requirements, and which amended Management Agreement
becomes effective from the date of signature and approval of the ordinary resolution contained in the Notice of
Annual General Meeting, other than the Manco, related party and its associates, being cast in favour of the relevant
resolution.

The resolutions relating to the amendments to the MOI and the Management Agreement will be inter-conditional.

Manco is a related party to RH Bophelo as certain of the RH Bophelo directors are shareholders and directors of
Manco. There is a management agreement in place between RH Bophelo and Manco, which agreement is available
for inspection. There is only 1 B share issued to the management company, being Manco. The B share is unlisted and
serves as an instrument for payment of fees to the management company. The amendments to the Management
Agreement are subject to shareholder approval. The Management Agreement is a related party agreement in terms
of the Listings Requirements, as such, any amendments to be made to it require the preparation of a circular to
shareholders and a fairness opinion as well as shareholder approval. The Company has incorporated the necessary
resolution into the notice of annual general meeting because it is an efficient and effective way to save costs,
especially costs occasioned by the preparation of a separate circular.

One of the amendments to be made to the MOI and consequently the Management Agreement relates to the
possible issue of shares as an alternative to a cash payment of the B Share Dividend to B shareholders, which will
result in future dilution to shareholders. This mechanism or arrangement is regarded as the specific issue of shares
to a related party in terms of section 5.51 and Section 10 of the JSE Listings Requirements, and requires the provision
of a fairness opinion by an independent professional expert, if applicable, as well as shareholder approval at the
time of such election by the Board of RH Bophelo.

In this regard, the Company has requested and obtained dispensation from the JSE not to obtain a fairness opinion
for the amendment of the Management Agreement as:

      • All the amendments proposed, save for the specific amendment below, relate to alignment of the terms
        of the management agreement to Section 46 of the Companies Act No. 71 of 2008, removal of references
        to the issuer as a SPAC and alignment with section 15 of the Listings Requirements, and
      • The proposed amendment to allow for the Issuer to issue shares to settle the B share distribution will
        require compliance with the relevant provisions of the Requirements, including obtaining a fairness
        opinion, if applicable, and shareholder approval at the time of issue of the shares.


By order of the Board
Johannesburg

30 June 2022

Sponsor South Africa: Deloitte & Touche Sponsor Services Proprietary Limited

Sponsor Rwanda: Faida Securities Rwanda Limited

Legal Advisor: MBA Incorporated

Date: 30-06-2022 05:38:00
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