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Results of General Meetings and finalisation announcement
ECSPONENT LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSD
("the Company" or "Ecsponent")
CURRENT PREFERENCE SHARES LISTED AS DEBT INSTRUMENTS NEW PREFERENCE SHARES TO BE
LISTED AS HYBRID INSTRUMENTS
Class A Preference Series JSE Code ISIN New JSE New ISIN
Shares Number Code (1) (2)
Ecsponent Pref Share A2 2 ECSP4 ZAE000202495
Ecsponent Pref Share A3 3 ECSP7 ZAE000210480
Ecsponent Pref Share A4 4 ECSP10 ZAE000217196
Ecsponent Pref Share A5 5 ECSP13 ZAE000244844
Class B Preference Series JSE Code ISIN
Shares Number
Ecsponent Pref Share B2 2 ECSP5 ZAE000202503
Ecsponent Pref Share B3 3 ECSP8 ZAE000210498
Ecsponent Pref Share B4 4 ECSP11 ZAE000214441
Ecsponent Pref Share B5 5 ECSP14 ZAE000221362
Ecsponent Pref Share B6 6 ECSP17 ZAE000229878
Ecsponent Pref Share B7 7 ECSP20 ZAE000241717
Ecsponent Pref Share B8 8 ECSP23 ZAE000246112
Ecsponent Pref Share B9 9 ECSB9 ZAE000250049
Ecsponent Pref Share B10 10 ECSB10 ZAE000255675
Ecsponent Pref Share B11 11 ECSB11 ZAE000258844
Ecsponent Pref Share B12 12 ECSB12 ZAE000263257
Ecsponent Pref Share B13 13 ECSB13 ZAE000268371
Ecsponent Pref Share B14 14 ECSB14 ZAE000273157
Ecsponent Pref Share B15 15 ECSB15 ZAE000280939
Class C Preference JSE Code ISIN
Shares
Ecsponent Pref Share C2 2 ECSP6 ZAE000202511
Ecsponent Pref Share C3 3 ECSP9 ZAE000210506
Ecsponent Pref Share C4 4 ECSP12 ZAE000218525
Ecsponent Pref Share C5 5 ECSP15 ZAE000222501
Ecsponent Pref Share C6 6 ECSP18 ZAE000231205
Ecsponent Pref Share C7 7 ECSP21 ZAE000241725
Ecsponent Pref Share C8 8 ECSP24 ZAE000246757
Class D Preference JSE Code ISIN
Shares
Ecsponent Pref Share D1 1 ECSD1 ZAE000250148
Ecsponent Pref Share D2 2 ECSD2 ZAE000254389
Ecsponent Pref Share D3 3 ECSD3 ZAE000258851
Ecsponent Pref Share D4 4 ECSD4 ZAE000263265 ECSD ZAE000287173
Ecsponent Pref Share D5 5 ECSD5 ZAE000268389
Ecsponent Pref Share D6 6 ECSD6 ZAE000273140
Ecsponent Pref Share D7 7 ECSD7 ZAE000277620
Ecsponent Pref Share D8 8 ECSD8 ZAE000280291
Class E Preference JSE Code ISIN
Shares
Ecsponent Pref Share E1 1 ECSE1 ZAE000250155
Ecsponent Pref Share E2 2 ECSE2 ZAE000254397
Ecsponent Pref Share E3 3 ECSE3 ZAE000258869
Ecsponent Pref Share E4 4 ECSE4 ZAE000263281
Ecsponent Pref Share E5 5 ECSE5 ZAE000268363
Ecsponent Pref Share E6 6 ECSE6 ZAE000273132
Ecsponent Pref Share E7 7 ECSE7 ZAE000280947
Class G Preference JSE Code ISIN
Shares
Ecsponent Pref Share G1 1 ECSG1 ZAE000250163
Ecsponent Pref Share G2 2 ECSG2 ZAE000258877 ECSG ZAE000287199
Ecsponent Pref Share G3 3 ECSG3 ZAE000263307
Ecsponent Pref Share G4 4 ECSG4 ZAE000273124
(collectively “Current Preference Shares”) (“Amended Preference Shares”)
RESULTS OF GENERAL MEETINGS AND FINALISATION ANNOUNCEMENT RELATING TO THE TRANSFER OF
CERTAIN DEBT INSTRUMENTS TO HYBRID INSTRUMENTS AND THE CONVERSION OF CERTAIN PREFERENCE
SHARES TO ORDINARY SHARES
RESULTS OF GENERAL MEETINGS
Ordinary and Class A, B, C, D, E and G preference shareholders (“Security Holders”) are referred to the announcement
released on SENS on 28 April 2020, and the subsequent declaration announcement released on SENS on 19 May 2020, relating
to the proposed amendments to the Company’s Memorandum of Incorporation (“MOI Amendments”).
The general meetings of Security Holders were held on 27 May 2020 ("General Meetings”) and the results of the voting are
set out below.
Reference to “Requisite Majority” means:
i) for all general meetings by Security Holders, at the relevant general meeting:
• at least 75% of the votes cast in favour of the special resolution to approve the MOI Amendments, in person or by
proxy; and
• a simple majority of the votes cast in favour of the ordinary resolution providing directors with the authority to
implement the MOI Amendments, in person or by proxy.
ii) In addition, for a general meeting of a class of preference shareholders, preference shareholders holding not less than
66.67% of the value of the specific class of preference shares (“Preference Share Value”).
GENERAL MEETING OF ORDINARY SHAREHOLDERS:
The Requisite Majority of ordinary shareholders approved the special and ordinary resolutions tabled at the relevant general
meeting.
The total number of Ecsponent ordinary shares in issue is 1 085 555 364 of which 687,927,114 shares were voted at the general
meeting, representing 63.37%.
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 687,927,114 63.37 0 99.71 0.29
Approval of the MOI Amendments
Ordinary resolution number 1 687,927,114 63.37 0 99.71 0.29
Directors’ authorising resolution
GENERAL MEETING OF CLASS A PREFERENCE SHAREHOLDERS
The Requisite Majority of Class A preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.
The total number of Class A preference shares in issue is 721,737 shares of which 313,673 shares were voted at the general
meeting of the Class A preference shareholders, representing 43.46%.
The total Preference Share Value of Class A preference shares is R72,729 437.49 and the value voted was R31,608,828.21,
representing 43.46%.
Results of voting by number of Class A preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 313,673 43.46 0 89.42 10.58
Approval of the MOI Amendments
Ordinary resolution number 2 313,673 43.46 0 82.20 17.80
Directors’ authorising resolution
Results of voting by Preference Share Value of Class A preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 313,673 43,46 0 38,86 4,6
Approval of the MOI Amendments
GENERAL MEETING OF CLASS B PREFERENCE SHAREHOLDERS
The Requisite Majority of Class B preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.
The total number of Class B preference shares in issue is 5,927,807 shares of which 3,260,932 shares were voted at the general
meeting of Class B preference shareholders, representing 55.01%.
The Preference Share Value of Class B preference shares is R774,163,348.71 and the value voted was R420,458,234.66,
representing 54.31%.
Results of voting by number of Class B preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 3,260,932 55.01 0 93.94 6.06
Approval of the MOI Amendments
Ordinary resolution number 2 3,260,932 55.01 0.26 89.75 9.99
Directors’ authorising resolution
Results of voting by Preference Share Value of Class B preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 3,260,932 54.31 0 51.2 3.11
Approval of the MOI Amendments
GENERAL MEETING OF CLASS C PREFERENCE SHAREHOLDERS
The Requisite Majority of Class C preference shareholders did not approve the special and ordinary resolutions tabled at the
relevant general meeting.
The total number of Class C preference shares in issue is 7,097,414 shares of which 4,415,805 shares were voted at the general
meeting of Class C preference shareholders, representing 62,22%.
The Preference Share Value of Class C preference shares is R717,193,684.70 and the value voted was R446,217,095.25,
representing 62.22%.
Results of voting by number of Class C preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 4,415,805 62.22 0.23 92.92 6.85
Approval of the MOI Amendments
Ordinary resolution number 2 4,003,899 56.41 0.23 90.67 9.10
Directors’ authorising resolution
Results of voting by Preference Share Value of Class C preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 4,415,805 62.20 0.14 57.81 4.25
Approval of the MOI Amendments
GENERAL MEETING OF CLASS D PREFERENCE SHAREHOLDERS
The Requisite Majority of Class D preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting.
The total number of Class D preference shares in issue is 5,105,216 shares of which 4,159,683 shares were voted at the general
meeting of Class D preference shareholders, representing 81.48%.
The Preference Share Value of Class D preference shares is R515,320,503.04 and the value voted was R419,878,402.02,
representing 81.48%.
Results of voting by number of Class D preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 4,159,683 81.48 0 98.09 1.91
Approval of the MOI Amendments
Ordinary resolution number 2 4,159,683 81.48 0 96.35 3.65
Directors’ authorising resolution
Results of voting by Preference Share Value of Class D preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 4,159,683 81.48 0 79.92 1.55
Approval of the MOI Amendments
GENERAL MEETING OF CLASS E PREFERENCE SHAREHOLDERS
The Requisite Majority of Class E preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting, however due to the receipt of notices under Section 164 of the Companies Act, 2008, it being a condition
precedent that no such notices should be received, the resolutions for Class E preference shares are not passed.
The total number of Class E preference shares in issue is 2,371,082 shares of which 2,015,756 shares were voted at the general
meeting of Class E preference shareholders, representing 85.01%.
The Preference Share Value of Class E preference shares is R239,099,908.88 and the value voted was R203,268,835.04,
representing 84.06%.
Results of voting by number of Class E preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 2,015,756 85.01 0.20 95.92 3.88
Approval of the MOI Amendments
Ordinary resolution number 2 1,993,256 84.07 0.58 85.63 13.79
Directors’ authorising resolution
Results of voting by Preference Share Value of Class E preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 2,015,756 84.06 0.17 80.64 3.26
Approval of the MOI Amendments
GENERAL MEETING OF CLASS G PREFERENCE SHAREHOLDERS
The Requisite Majority of Class G preference shareholders approved the special and ordinary resolutions tabled at the relevant
general meeting.
The total number of Class G preference shares in issue is 60,275 shares of which 47,422 shares were voted at the general
meeting of Class G preference shareholders, representing 78.68%.
The Preference Share Value Class G preference shares is R6,027,706.25 and the value voted was R4,777,766.50, representing
78.68%.
Results of voting by number of Class G preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (2) % (2)
Special resolution number 1 47,422 78.68 0 97.89 2.11
Approval of the MOI Amendments
Ordinary resolution number 2 47,422 78.68 0 95.66 4.34
Directors’ authorising resolution
Results of voting by Preference Share Value of Class G preference shares:
Resolutions Shares voted Votes Votes Votes
Abstained In favour Against
Number % (1) % (1) % (3) % (3)
Special resolution number 1 47,422 78.68 0 77.02 1.66
Approval of the MOI Amendments
Notes:
1. As a percentage of total ordinary or class of preference shares, as applicable, in issue.
2. As a percentage of ordinary or class of preference shares, as applicable, voted.
3. As a percentage of the total value of the applicable class of preference shares in issue.
SUMMARY OF THE RESULTS OF THE GENERAL MEETINGS
The Requisite Majority of ordinary shareholders approved the special and ordinary resolutions tabled at the General Meetings.
However, the Requisite Majority of Class A, B and C preference shareholders did not approve the special resolutions tabled at
the General Meetings. Accordingly, Class A, Band C preference shares will be converted to ordinary shares (“Default
Conversion”) in terms of the timetable set out below.
In addition to the above, due to the conditionality associated with the special resolution in relation to the receipt of notices
under Section 164 of the Companies Act, 2008, Class A, B, C and E have been affected through the invoking of appraisal rights
and therefore Special Resolution 1 has not been carried in respect of Class A, B, C and E. Therefore, these classes will convert
to ordinary shares (“Default Conversion”) in terms of the timetable set out below.
The Requisite Majority of ordinary shareholders and Class D and G preference shareholders approved the special and ordinary
resolutions tabled at the General Meetings and the special resolution has been filed with CIPC for registration. Accordingly, the
terms applicable to the Current Preference Shares will be amended such that the Amended Preference Shares will no longer
classify as Debt Instruments but will classify as Hybrid Instruments in terms of the JSE Listings Requirements. The Amended
Preference Shares will be removed from Debt Instruments and transferred to Hybrid Instruments on the JSE List (“Transfer”).
It should be noted that the various classes of the Amended Preference Shares will be condensed and itemised under new share
codes and ISINs as set out in columns 1 and 2 above and timetable number 1 set out below will apply. Class A, B, C and E
preference shares will be converted to ordinary shares (“Default Conversion”) in terms of timetable number 2 below (“New
Ordinary Shares”).
RELEVANT SALIENT DATES AND TIMES
Timetable 1: Salient dates and times applicable to the Transfer of Class D and G Preference Shares
2020
Last day to trade prior to the Transfer becoming effective Tuesday, 2 June
Suspension of trading in the Current Preference Shares as Debt Instruments Wednesday, 3 June
Commencement of trading in the Amended Preference Shares as Hybrid Instruments on Wednesday, 3 June
the JSE List
Record date for the Transfer (“Record Date”) Friday, 5 June
Accounts of current dematerialised preference shareholders with their CSDPs or Brokers Monday, 8 June
will be updated, as applicable, with the Amended Preference Shares
New share certificates relative to the Amended Preference Shares issued to current Monday, 8 June
certificated preference shareholders, posted by registered post, at their risk
Current Preference Shares removed from the JSE List at commencement of trade Tuesday, 9 June
Timetable 2: Salient dates and times applicable to the Default Conversion of Class A, B, C and E Preference
Shares:
2020
Last day to trade prior to the Default Conversion becoming effective Tuesday, 2 June
Suspension in trading in the Current Preference Shares Wednesday, 3 June
Commencement of trading in the New Ordinary Shares Wednesday, 3 June
Record date for the Default Conversion (“Record Date”) Friday, 5 June
Accounts of current dematerialised preference shareholders with their CSDPs or Brokers Monday, 8 June
will be updated, as applicable, with the New Ordinary Shares
Share certificates relative to the New Ordinary Shares issued pursuant to the Default Monday, 8 June
Conversion to relevant certificated preference shareholders, posted by registered post, at
their risk
Current Preference Shares removed from the JSE List at commencement of trade Tuesday, 9 June
Note to timetables:
1. Preference shareholders may not dematerialise or rematerialise their Current Preference Shares between Tuesday,
2 June 2020 and Friday, 5 June 2020, both dates inclusive.
For more information about this announcement or the Ecsponent group, email
investor.relations@ecsponent.com or visit www.ecsponentlimited.com/investor-relations.
The Company’s amended Memorandum of Incorporation is available for viewing on the Company’s website
https://www.ecsponentlimited.com/wp-content/uploads/2020/05/Ecsponent-Limited-Memorandum-of-Incorporation-MOI-
27-May-2020-1.pdf.
27 May 2020
Pretoria
Sponsor to Ecsponent
Questco Corporate Advisory (Pty) Ltd
Date: 27-05-2020 05:09:00
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