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IBEX INVESTMENT HOLDINGS LIMITED - Results of Shareholders' Meetings

Release Date: 23/05/2024 15:46
Code(s): IBX     PDF:  
Wrap Text
Results of Shareholders' Meetings

IBEX INVESTMENT HOLDINGS LIMITED
(Formerly Steinhoff Investment Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number: 1954/001893/06)
JSE share code: IBX ISIN: ZAE000068367
("Ibex" or "the Company")

RESULTS OF SHAREHOLDERS' MEETINGS IN RESPECT OF THE OFFER TO IBEX PREFERENCE SHAREHOLDERS TO ACQUIRE ALL THEIR 
PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT AND SUBSEQUENT DELISTING OF IBEX

Unless the context indicates otherwise, terms used in this announcement bear the same meaning given to such 
terms in the Circular referred to in paragraph 1.1 below.

1.    INTRODUCTION

      1.1   Shareholders are referred to the Firm Intention Announcement released by Ibex on SENS on Monday, 29 April
            2024 and the Circular to Shareholders dated Thursday, 2 May 2024 relating to the offer to Ibex
            Shareholders to acquire all their Preference Shares by way of a scheme of arrangement and subsequent
            Delisting of Ibex.

      1.2   As contemplated in the Firm Intention Announcement and the Circular, the General Meeting and Meeting
            of Preference Shareholders were duly held at 14:00 and 14:30, respectively, on Thursday, 23 May 2024
            and were hosted and conducted entirely by electronic communication.

      1.3   At the General Meeting and the Meeting of Preference Shareholders, all the resolutions to approve and
            give effect to the Scheme were passed by the requisite majority of Shareholders, the details of which are
            set out below.

2.    RESULTS OF THE MEETINGS

      2.1   Details of the results of the General Meeting

                                                                                                          Ordinary and
                                                             Ordinary and                                   Preference        Ordinary and
                                                          Preference Shares       Ordinary and           Shares voted         Preference
            Resolution proposed at the General               voted at the       Preference Shares          "Against"            Shares
            Meeting                                         General Meeting    voted "For" resolution       resolution        "Abstaining"
                                                         Number        %(1)     Number         %        Number       %       Number    %(1)
            --------------------------------------------------------------------------------------------------------------------------------
            Special Resolution Number 1: Approval
            of the Scheme in terms of sections 114(1),
            read with section 115(2)(a), of the
            Companies Act                                66 862 860   100%    66 662 860    99.70%     200 000     0.30%        -        -
            Ordinary Resolution Number 1 –
            Authority Granted to Directors               66 862 860   100%    66 662 860    99.70%     200 000     0.30%        -        -
            --------------------------------------------------------------------------------------------------------------------------------
            Notes:
            (1) Based on 15 000 000 Preference Shares and 55 000 106 Ordinary Shares in issue at the date of the General Meeting and voting
                rights of 5 votes for each Ordinary Share held and 1 vote for each Preference Share held.

     2.2    Details of the results of the Meeting of Preference Shareholders

                                                                Preference Shares                               Preference
                                                              voted at the Meeting     Preference Shares       Shares voted        Preference
            Resolution proposed at the Meeting of                of Preference            voted "For"           "Against"            Shares
            Preference Shareholders                             Shareholders              resolution           resolution        "Abstaining"
                                                               Number         %(1)       Number        %       Number      %       Number %(1)
            -----------------------------------------------------------------------------------------------------------------------------------
            Special Resolution Number 1: Approval of
            the Scheme                                        12 035 129      100%     11 835 129    98.34    200 000     1.66%      -      -
            ------------------------------------------------------------------------------------------------------------------------------------
            Notes:
            (1) Based on 15 000 000 Preference Shares in issue at the date of the Meeting of Preference Shareholders.


3.     SCHEME CONSIDERATION

       3.1    The total Scheme Consideration amounts to R98.1742 (9817.42465 cents) which is calculated by adding
              the repurchase price offered by Ibex for each Scheme Share held by Scheme Participants on the Scheme
              Record Date, being R93.50 (9350.00000 cents) per Scheme Share and an amount equal to the preference
              dividend, not declared, but that would have been calculated on a Scheme Share from 1 January 2024 up
              to the Scheme Operative Date.

4.     IMPORTANT DATES AND TIMES

       The Scheme and Delisting will be implemented as set out in the dates below.

       Event                                                                                                                        2024
       --------------------------------------------------------------------------------------------------------------------------------- 
       Last date for Shareholders who voted against the Scheme Resolution to be granted                                   Friday, 7 June
       leave by a Court to apply for a review of the Scheme Resolution in terms of section
       115(3)(b) of the Companies Act
       
       If no Shareholders exercise their rights in terms of section 115(3) of the Companies Act and all other Scheme 
       Conditions Precedent are fulfilled (or waived, where such conditions are capable of waiver):
       
       TRP compliance certificate delivered in terms of section 121(b)(i) of the Companies Act                           Monday, 10 June
       
       Scheme Finalisation Date announcement and announcement of final Scheme                                            Monday, 10 June
       Consideration expected to be released on SENS before 11h00 on
       
       Scheme Finalisation Date announcement published in the South African press on                                    Tuesday, 11 June
       
       Expected last day to trade Preference Shares in order for Preference Shareholders to                             Tuesday, 18 June
       be recorded in the Register on the Scheme Record Date to receive the Scheme
       Consideration on
       
       Expected suspension of listing of Preference Shares from the Main Board of the JSE at                    
       commencement of trading on                                                                                     Wednesday, 19 June
     
       Last day to deliver Form of Surrender (pink) in respect of the Scheme and Documents                               Friday, 21 June
       of Title (in order to receive the Scheme Consideration on the Scheme Operative Date)
       to be received by the Transfer Secretaries, which is expected to be by 12h00 on
       
       Expected Scheme Record Date, being the date and time on which Preference                                          Friday, 21 June
       Shareholders must be recorded in the Register to receive the Scheme Consideration,
       which is expected to be by 17h00 on
       
       Expected Scheme Operative Date on                                                                                 Monday, 24 June
      
       Dematerialised Scheme Participants expected to have their accounts (held at their                                 Monday, 24 June
       CSDP or Broker) debited with the Scheme Shares and credited with the Scheme
       Consideration on
       
       Expected date of settlement of the Scheme Consideration to be paid electronically to                              Monday, 24 June
       Certificated Scheme Participants (if the Form of Surrender (pink) in respect of the
       Scheme and Documents of Title are received by the Transfer Secretaries by 12h00 on
       the Scheme Record Date) on
       
       Expected termination of listing of the Preference Shares on the Main Board of the JSE                            Tuesday, 25 June
       at the commencement of trade on
       ---------------------------------------------------------------------------------------------------------------------------------
       Notes:

       1.   All dates and times above and quoted generally in this announcement are South African dates and times, unless otherwise stated.

       2.   These dates and times are subject to amendment by Ibex (and, to the extent necessary, with the approval of the JSE and the TRP). 
            The dates have been determined based on certain assumptions regarding the date by which Shareholder and regulatory approvals will be
            obtained and that no Court review of the Scheme Resolution will be required. Any such amendment of the dates and times
            will be released on SENS and published in the South African press.
 
       3.   For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-materialisation of Preference Shares may 
            take place after the last day to trade Preference Shares for the Scheme.


5.   RESPONSIBILITY STATEMENTS

     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 Ibex, the Scheme and the Delisting, and
     certify that, to the best of their knowledge and belief, such information is true and 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. The Independent Board and the Board have
     made all reasonable enquiries to ascertain that no facts have been omitted and this announcement contains all
     information required by law, the Companies Act and the Listings Requirements.


Cape Town
23 May 2024

Financial Advisor and Transaction Sponsor: Investec Bank Limited
Legal Advisor: CDH
Independent Professional Expert: BDO

Date: 23-05-2024 03:46:00
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