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AVENG LIMITED - Results of Extraordinary General Meeting

Release Date: 21/01/2021 13:48
Code(s): AEG     PDF:  
Wrap Text
Results of Extraordinary General Meeting

AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
 ISIN: ZAE000111829
 SHARE CODE: AEG
("Aveng" or "the Group")

RESULTS OF EXTRAORDINARY GENERAL MEETING

Shareholders are advised that at the extraordinary general meeting held on Wednesday, 20
January 2021, the requisite majority of shareholders approved all the ordinary and special
resolutions. There were 19,394,498,220 ordinary shares in issue as at the date of the
extraordinary general meeting. The total number of shares present/represented, including
proxies, at the meeting was 11,603,681,087, being 60% of the shares in issue.
      Special Resolution Number 1: Amendment of MOI to create new class of securities
1
                     For                     Against                 Abstain               Shares voted

               11,354,134,787              55,822,630              93,231,170            11,409,957,417
                   99.51%                    0.49%                   0.48%                   58.83%
                                                                                    
      Special Resolution Number 2: Approval of conversion option
2
                     For                     Against                 Abstain               Shares voted

               11,340,255,586             177,661,168              85,764,333            11,517,916,754
                   98.46%                    1.54%                   0.44%                   59.39%
                                                                                    
      Special Resolution Number 3: Authorising the rights offer in terms of section 41(3) of the
      Companies Act, 2008 and placing of the rights offer shares (in the authorised but unissued share
3
      capital of Aveng) under the control of the Board
                     For                     Against                 Abstain               Shares voted

               11,329,363,827             194,258,724              80,058,536            11,523,622,551
                   98.31%                    1.69%                   0.41%                   59.42%
                                                                                          Special Resolution Number 4: Approval of MIP 2021
4
                     For                     Against                 Abstain               Shares voted

               11,193,253,627             184,969,779              225,386,873           11,378,223,406
                   98.37%                    1.63%                   1.16%                   58.67%
                                                                                    
      Ordinary Resolution Number 1: Further Specific Issue to the Highbridge Funds and the Whitebox
5     Funds
                     For                     Against                 Abstain               Shares voted

                5,209,113,003             278,752,017              91,111,060             5,487,865,020
                   94.92%                    5.08%                   0.68%                   41.05%
                                                                                    
6
     Ordinary Resolution Number 1.A: Further Specific Issue to the Highbridge Funds
                   For                    Against                 Abstain               Shares voted

             7,535,061,026             278,752,017               91,111,060            7,813,813,043
                 96.43%                   3.57%                    0.58%                  49.78%
                                                                                   
     Ordinary Resolution Number 1.B: Further Specific Issue to the Whitebox Funds
7
                   For                    Against                 Abstain               Shares voted

             8,907,869,987             278,752,017               91,111,060            9,186,622,004
                 96.97%                   3.03%                    0.53%                  53.82%
                                                                                   
     Ordinary Resolution Number 2: Approval of the Specific Issue to Lenders
8
                   For                    Against                 Abstain               Shares voted

             11,467,090,146             50,764,199               85,826,742            11,517,854,345
                 99.56%                   0.44%                    0.44%                  59.39%
                                                                                   
     Ordinary Resolution Number 3: Approval of Specific Issue to Highbridge TCF under iNguza
9    redemption
                   For                    Against                 Abstain               Shares voted

             7,523,082,816             281,699,663              100,141,624            7,804,782,479
                 96.39%                   3.61%                    0.64%                  49.73%
                                                                                   
     Ordinary Resolution Number 4: Related Party Transactions
10
                   For                    Against                 Abstain               Shares voted

             5,299,553,394              51,554,516              227,868,170            5,351,107,910
                 99.04%                   0.96%                    1.70%                  40.02%
                                                                                   
     Ordinary Resolution Number 4.A: Related Party Transactions - Highbridge Funds
11
                   For                    Against                 Abstain               Shares voted

             7,625,501,417              51,554,516              227,868,170            7,677,055,933
                 99.33%                   0.67%                    1.45%                  48.91%
                                                                                   
     Ordinary Resolution Number 4.B: Related Party Transactions - Whitebox Funds
12
                   For                    Against                 Abstain               Shares voted

             8,998,310,378              51,554,516              227,868,170            9,049,864,894
                 99.43%                   0.57%                    1.34%                  53.02%
                                                                                   
     Ordinary Resolution Number 5: Approval of Specific Issue to iNguza Noteholders under iNguza
 13    redemption

                       For                      Against                     Abstain                   Shares voted

               11,459,591,299                 56,312,164                  87,777,624                11,515,903,463
                    99.51%                       0.49%                       0.45%                       59.38%
                                                                                              
       Ordinary Resolution Number 6: Specific Issue to management under MIP 2021 and placing of Aveng
       Ordinary Shares (in the authorised but unissued share capital of Aveng) under the control of the
 14
       Board to be issued pursuant to the MIP 2021
                       For                      Against                     Abstain                   Shares voted

               11,199,946,763                313,473,607                  90,260,717                11,513,420,370
                    97.28%                       2.72%                       0.47%                       59.36%
                                                                                              
       Ordinary Resolution Number 7: General
 15
                       For                      Against                     Abstain                   Shares voted

                  9,951,658,536               51,113,368                1,451,320,183               10,002,771,904
                    99.49%                       0.51%                       7.48%                      51.58%


       -   Disclosed as a percentage of the voteable shares.

       -   It should be noted that the Highbridge Funds were entitled to vote on the specific issue of shares to
           the Whitebox Funds and vice versa.

       -   It should be noted that the Highbridge Funds were entitled to vote on the related party transaction
           to which Whitebox Funds are party and not on those which Highbridge Funds are party and vice
           versa.



21 January 2021



Melrose Arch


JSE Sponsor
UBS South Africa Proprietary Limited

Edinah Mandizha
Company Secretary
Tel: 011 779 2800
Email: info@avenggroup.com

Date: 21-01-2021 01:48:00
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