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HOSKEN PASSENGER LOGISTICS AND RAIL LIMITED - Distribution of name change circular

Release Date: 02/09/2019 14:00
Code(s): HPR     PDF:  
Wrap Text
Distribution of name change circular

HOSKEN PASSENGER LOGISTICS AND RAIL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2015/250356/06
Share code: HPR
ISIN: ZAE000255907
(“HPLR” or “the Group” or “the Company”)

DISTRIBUTION OF NAME CHANGE CIRCULAR

1. Proposed change of name

    Shareholders of HPLR (“Shareholders”) are hereby advised that the Board of the Company wish to
    propose that the name of the Company be changed from Hosken Passenger Logistics and Rail Limited
    to Genesis Transport Holdings Limited (“Change of Name”).

    The Company undertook an exercise to re-address its name to be more identifiable and align it with
    a Group brand. The Company’s major subsidiary, Golden Arrow Bus Services, is the oldest bus
    company in South Africa, and as far as the Company’s research indicated, the oldest public transport
    company in South Africa. As this is where it all began, the name of ‘Genesis” was considered to be
    apt. The fact that the Group holds interests in a number of other bus companies and its strategy is to
    find growth within other transport-related businesses, led to the full name of “Genesis Transport
    Holdings”.

    The JSE Limited (“JSE”) has, subject to Shareholders’ approval, approved the Change of Name, with a
    new share code of “GTH”, short name “Genesis” and ISIN ZAE000277281. The Company will remain
    listed in the “Consumer Services – Travel & Tourism” section of the main board of the JSE.

2. Distribution of circular

    A circular detailing the Change of Name (“Circular”), will be distributed to Shareholders today,
    Monday, 2 September 2019. The Circular incorporates the proposed Shareholder Resolutions for the
    approval of the Change of Name in terms of section 60 of the Companies Act No. 71 of 2008.
    Shareholders are requested to vote on the proposed Shareholder Resolutions in accordance with the
    instructions contained in the Circular.

    Copies may be obtained during normal business hours from the registered office of the Company at
    103 Bofors Circle, Epping Industria and from the offices of the Company’s sponsor, Investec Bank
    Limited at 100 Grayston Drive, Sandown, Sandton from Monday, 2 September 2019 until Tuesday,
    8 October 2019 (both days inclusive). A copy of the Circular will also be available on the Company’s
    website (http://www.hplr.co.za).

2.1 Form of written consent

    Section 60(1) of the Companies Act provides that a resolution that could be voted on at a Shareholders
    meeting may instead be submitted for consideration to the Shareholders entitled to exercise voting
    rights in relation to the resolution and be voted on in writing by Shareholders entitled to exercise
    voting rights in relation to the resolution, within 20 Business Days after the resolution was submitted
    to them.
    Certificated Shareholders and dematerialised own-name registered Shareholders are requested, by
    the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box
    provided on the Form of Written Consent attached to the Circular, how they wish to cast their votes
    in relation to the proposed Shareholder Resolutions.

    Please consider the proposed Shareholder Resolutions and vote on it within 20 business days, being
    the notice period from Monday, 2 September 2019 and by no later than 12h00 (12 noon) on Tuesday,
    8 October 2019. Return of a copy of the completed and signed Form of Written Consent must be by
    no later than 12h00 (12 noon) on Tuesday, 8 October 2019, at any one of the following addresses:

    By hand:                                          By email:
    Computershare Investor Services Proprietary       Computershare Investor Services Proprietary
    Limited                                           Limited
    Rosebank Towers, 15 Biermann Avenue               Meetings Department
    Rosebank, 2196                                    proxy@computershare.co.za

    Hosken Passenger Logistics and Rail Limited       Hosken Passenger Logistics and Rail Limited
    103 Bofors Circle, Epping Industria,7460          info@hplr.co.za

2.2 Surrender of share certificates

    If you hold dematerialised shares, you do not need to take any further action because your CSDP or
    broker will arrange for your account to be updated with the replacement ordinary shares.

    If you hold certificated shares, you must complete the Form of Surrender attached to the Circular and
    submit as detailed below, together with your Documents of Title in order to receive replacement
    share certificates:

    By post or by hand:
    Computershare Investor Services Proprietary Limited
    Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
    (PO Box 61763, Marshalltown, 2107)

    Replacement share certificates will be issued on or about Monday, 11 November 2019 in respect of
    Forms of Surrender received together with Documents of Title by 12h00 (12 noon) on Friday,
    8 November 2019 and thereafter within 5 Business Days of receipt of such Forms of Surrender
    received together with Documents of Title.

    Shareholders are reminded that shares in companies listed on the JSE can no longer be bought or sold
    on the JSE unless they have been dematerialised onto the Strate system. It is therefore suggested that
    certificated Shareholders should consider dematerialising their shares and replacing them with
    electronic records of ownership. In this regard, Shareholders may contact either their own broker or
    a preferred CSDP, details of which are available from Strate at queries@strate.co.za or telephone
    +27 11 759 5300.

2.3 Salient dates

                                                                                                     2019
 Record date, being the date on which a Shareholder must be registered in
 the register in order to be eligible to receive the Circular and eligible to
 vote on                                                                                Friday, 23 August
 Circular distributed to Shareholders and announcement on SENS                        Monday, 2 September
 Deemed date of delivery (7 calendar days from posting)                               Monday, 9 September
 Voting period opens                                                                  Monday, 9 September
 Last day for voting (20 business days from voting period opening)                     Tuesday, 8 October
 Results of the voting to be released on SENS and website                            Wednesday, 9 October
 Change of Name special resolution lodged with CIPC for registration                 Wednesday, 9 October
 Expected date of CIPC registration of Change of Name special resolution             Thursday, 24 October
 Expected release on SENS of the finalisation announcement in respect of
 the Change of Name                                                                  Thursday, 24 October
 Expected last date to trade prior to the Change of Name                              Tuesday, 5 November
 Expected termination date for trading under the name of “Hosken
 Passenger Logistics and Rail Limited” and commencement of trading under
 the new name “Genesis Transport Holdings Limited”, under the JSE share
 code “GTH”, ISIN ZAE000277281 from the commencement of trade on                    Wednesday, 6 November

 Expected record date for the Change of Name                                           Friday, 8 November
 Expected date that the accounts of dematerialised Shareholders with their
 CSDP’s or brokers will be updated with the new name                                  Monday, 11 November
 Expected date that the new shares certificates will be issued to certificated
 Shareholders, posted by registered post, at their risk                               Monday, 11 November

Notes:
1. The above dates and times are subject to change as they are subject to the filing of the relevant Special
   Resolution with the CIPC. Shareholders will be notified of any material changes which will be released
   on SENS.
2. All times quoted are local times in South Africa.
3. Shareholders may not dematerialise or rematerialise their shares after the last day to trade in HPLR,
   being Tuesday, 5 November 2019.


Cape Town
2 September 2019

Sponsor
Investec Bank Limited

Date: 02/09/2019 02:00:00
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