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BAU/RBX - Joint Announcement Regarding Results of General Meeting
Bauba Resources Limited Raubex Group Limited
Incorporated in the Republic of South Africa (Incorporated in the Republic of South Africa)
(Registration number: 1986/004649/06) (Registration number: 2006/023666/06)
Share code: BAU ISIN: ZAE000145686 Share code: RBX ISIN: ZAE000093183
("Bauba") ("RBX")
JOINT ANNOUNCEMENT REGARDING RESULTS OF GENERAL MEETING
Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
herein have the meanings given to them in the combined offer and delisting circular distributed to
Shareholders on Wednesday, 6 July 2022 ("Circular").
1. Introduction
Shareholders are referred to the: (i) joint Firm Intention Announcement released on SENS on
Tuesday, 21 June 2022 wherein they were advised of RBX's firm intention (through its subsidiary,
Raubex Proprietary Limited ("Raubex")) to make a general offer to acquire all the remaining
Shares it does not already own, for a cash consideration of R0.42 per Share; and the Delisting
of the Shares from the JSE if the Delisting Resolution is approved by Eligible Shareholders, or, if
the Delisting Resolution is not approved, in terms of paragraph 1.17(a) of the Listings
Requirements should Raubex be able to invoke the provisions of section 124 of the Companies
Act; and (ii) joint announcement regarding the posting of the Circular and Notice of General
Meeting released on SENS on Wednesday, 6 July 2022.
2. Results of the General Meeting
Shareholders are hereby advised that the Delisting Resolution set out in the Notice of General
Meeting was passed on a poll, by the requisite majority of Eligible Shareholders. Shareholders are
reminded that, in line with the amendments to the Listings Requirements effective 1 July 2022, in
order for the Delisting Resolution to have been passed, at least 75% of the votes of Eligible
Shareholders present or represented by proxy at the General Meeting was required to be cast in
favour thereof. The Delisting Resolution was accordingly proposed to Shareholders as a special
resolution.
The total number of Shares in issue as at the date of the General Meeting was 749 817 498
Shares.
The total number of Shares that were eligible to vote on special resolution number 1 is
287 333 244, representing 38.32% of the Issued Share Capital.
The total number of Shares that were voted in person or represented by proxy on special resolution
number 1 at the General Meeting (including abstentions) was 263 004 949, representing 91.53%
of the total number of Shares eligible to vote on special resolution number 1 ("Total Votable
Shares").
Details of the results of the voting at the General Meeting are set out below:
Special resolution number 1 – Approval for the Delisting in terms of paragraphs 1.15 and
1.16 of the Listings Requirements
Total number of Shares voted for Shares voted Shares abstained
Shares voted against
(excluding
abstentions)
262 997 774 Shares 262 811 809 Shares 185 965 Shares being 7175 Shares being
being 99.93% of the 0.07% of the Total 0,001% of the Issued
Total Votable Shares Votable Shares Share Capital and
0.0027% of the Total
Votable Shares
3. Conditions Precedent to the Offer
Shareholders are reminded that the Offer was wholly unconditional and capable of acceptance
from the Opening Date of the Offer at 09:00 on Thursday, 7 July 2022. However, settlement of any
acceptances by Eligible Shareholders of the Offer will only be undertaken by Raubex once the
TRP has issued the Compliance Certificate, following which the finalisation announcement will be
released on SENS, anticipated to be tomorrow, Friday, 5 August 2022, based on the indicative
important dates and times detailed in the Circular.
4. Raubex Responsibility Statement
The Raubex Board accepts responsibility for the information contained in this announcement
insofar as it relates to Raubex. To the best of its knowledge and belief, such information contained
herein is true and nothing has been omitted which is likely to affect the importance of such
information.
5. Board and Independent Board Responsibility Statement
The Board and the Independent Board accepts responsibility for the information contained in this
announcement insofar as it relates to Bauba. To the best of its knowledge and belief, such
information contained herein is true and nothing has been omitted which is likely to affect the
importance of such information.
Johannesburg
4 August 2022
Sponsor to Bauba Legal advisor to Bauba
Merchantec Capital Webber Wentzel
Financial advisor and sponsor to Raubex Legal advisor to Raubex
Investec DLA Piper
Date: 04-08-2022 02:46:00
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