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Results of the General Meeting of Accentuate Shareholders
Accentuate Limited Pruta Securities (Jersey) Limited
(Incorporated in the Republic of South Africa) (Incorporated in Jersey)
(Registration number 2004/029691/06) (Registration Number: 8465)
JSE Share Code: ACE ISIN: ZAE000115986 (“Pruta” or “the Offeror”)
(“Accentuate” or “the Company”)
Jacana Investments Limited
(Incorporated in the Channel Islands)
(Registration Number: 243598)
RESULTS OF THE GENERAL MEETING OF ACCENTUATE SHAREHOLDERS
1. Introduction
Shareholders are referred to the Firm Intention Announcement released on SENS on 12 October 2020
and the Circular dated 27 November 2020 (“Circular”), distributed to shareholders and made available
on the Company’s website on 30 November 2020, regarding an offer by Pruta to acquire new shares
in Accentuate on condition that Pruta ultimately obtains outright control or at least a 51% (fifty-one
per centum) of the ordinary issued shareholding in the Company by way of a Scheme of arrangement
and de-lists the Company’s shares from the JSE. Unless otherwise indicated, capitalised words and
terms contained in this announcement shall bear the same meanings ascribed thereto in the Circular.
2. Results of the General Meeting
The following information is provided in compliance with the JSE Limited Listings Requirements:
2.1 Shareholders are advised that:
- total number of Shares in issue as at the date of the General Meeting: 181 175 744 which
included 4 178 890 Treasury Shares;
- the following shares were excluded from voting as indicated in the Circular being not an
“Eligible Shareholder”:
Shareholder Number of shares held
Pruta Securities (Jersey) Limited 53 814 461
Jacana Assets Limited 13 541 684
Frederick Cornelius Platt 7 232 874
- Agulhas Nominees, holder of 5,250,000 shares in the Company was not an Eligible
Shareholder given its prior exercise of its appraisal rights in terms of section 164 of the
Companies Act and its Shares and accrued appraisal rights were excluded from the
Scheme and Standby Offer. Agulhas was not entitled to exercise any voting rights in terms
of the Scheme or Standby Offer and its Shares will not be subject to expropriation in terms
of the Scheme.
2.2 The Accentuate Board is pleased to announce that, pursuant to the General Meeting held
entirely by electronic communication today, 28 December 2020, all the resolutions as
contained in the notice of General Meeting which formed part of the Circular, were passed
by the requisite majority of Shareholders entitled to vote.
2.3 The result of the resolutions proposed at the General Meeting are set out below:
Resolution Votes cast disclosed as a percentage in Number of shares Shares voted disclosed Shares abstained
relation to the total number of shares voted as a percentage in disclosed as a
voted at the meeting relation to the total percentage in
issued shares relation to the total
issued shares
For Against
Special Resolutions
Special Resolution 1 99,97% 0,03% 55 336 904 61% 0,02%
Approval of the Scheme in
terms of sections 114 and
115 of the Companies Act
Special Resolution 2 99,97% 0,03% 55 336 904 61% 0,02%
Revocation of Special Resolution
Number 1 In Terms of Section
164(9)(C) of the Companies Act
Ordinary Resolutions
Ordinary Resolution 1 99,97% 0,03% 55 336 904 61% 0,02%
Authorisation of Directors
Ordinary Resolution 2 99,97% 0,03% 55 336 904 61% 0,02%
Approval for the Delisting in
terms of paragraphs 1.15(a) and
1.16 of the Listing Requirements
3. Update on the Scheme
In relation to the Scheme Conditions Precedent, Shareholders are advised that:
The Condition Precedent set out in paragraph 4.3.2 of the Circular, relating to receipt of the TRP’s
compliance certificate, remains subject to fulfilment and Shareholders will be further advised in respect
thereof.
4. The Independent Board and Board Responsibility Statement
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 Accentuate, the Scheme
and the Delisting, and certify that, to the best of their knowledge and belief, such information is true and
that 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.
5. Pruta Responsibility Statement
The Pruta Board individually and collectively, accept full responsibility for the accuracy of the
information contained in this announcement which relates to Pruta, the Subscription, Scheme
and Delisting and certify that, to the best of their knowledge and belief, such information is true
and that 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.
6. Salient dates and times
Shareholders are referred to the salient dates and times set out in the announcement released
on SENS on 30 November 2020 and in the Circular (which is available on Accentuate’s website at
http://www.accentuateltd.co.za), which set out the remaining salient dates and times relating to
the Transaction. The dates and times included in the announcement and the Circular are subject
to change. The dates have been determined based on certain assumptions including that no court
approval or review of the special resolution approving the implementation of the Scheme will be
required. Shareholders will be notified of any amendments to these salient dates and times on
SENS.
Johannesburg
28 December 2020
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Fullard Mayer Morrison
Date: 28-12-2020 05:06:00
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