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SASFIN HOLDINGS LIMITED - Results of general meetings

Release Date: 03/06/2021 09:00
Code(s): SFNP SFN     PDF:  
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Results of general meetings

Sasfin Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1987/002097/06)
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
(“Sasfin” or “the Company”)



RESULTS OF SHAREHOLDERS’ MEETINGS IN RESPECT OF THE REPURCHASE OFFER TO
SASFIN PREFERENCE SHAREHOLDERS TO ACQUIRE THEIR PREFERENCE SHARES, TO BE
IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT OR A STANDBY GENERAL OFFER


1. Introduction

Sasfin shareholders (“Shareholders”) are referred to the announcements published on the Stock
Exchange News Service of the JSE Limited (“SENS”) on 18 March 2021, 26 April 2021 and 5 May 2021,
as well as the circular distributed to Shareholders on 5 May 2021 (“Circular”). Unless defined herein,
capitalised terms used in this announcement shall bear the meanings ascribed to them in the Circular.


The Circular detailed the proposed repurchase by Sasfin to acquire all or some of the Preference Shares
in the issued share capital of Sasfin by way of two separate but concurrent offers comprising (i) the Scheme
and (ii) the Standby Offer, and included (amongst others):


–     a notice convening the general meeting of Eligible Shareholders (“Eligible Shareholders General
      Meeting”); and
–     a notice convening the general meeting of all Shareholders (“Combined General Meeting”),
      (collectively “General Meetings”).


2. Results of the General Meetings held on Wednesday, 2 June 2021

Shareholders are advised that the resolutions contained in the notices convening the General Meetings
were approved by the requisite majority of Shareholders present in person or represented by proxy at the
General Meetings held on Wednesday, 2 June 2021, as detailed below.

-     There were 1 797 226 Preference Shares in issue as at the date of the General Meetings.
-     There were 32 301 441 Shares in issue as at the date of the General Meetings.



2.1       Eligible Shareholders’ General Meeting
Preference Shareholders representing 696 315 Preference Shares were present in person or represented
by proxy at the Eligible Shareholders General Meeting, being 38.74% of the total number of Preference
Shares in issue.


Abstentions are represented as a percentage of the total number of Preference Shares in issue, while the
Preference Shares voted for and against are represented as a number and percentage of the Preference
Shares voted.



Details of the results of the voting at the Eligible Shareholders General Meeting are as follows:

 Item                                                                     Preference Shares
                                         For                        Against                 Abstain
                                         No.         %              No.        %            No.             %
 Special Resolution Number 1             604 851     87.36%         87 501     12.64%       3 963           0.22%
 Approval of the Scheme in terms of
 section 114(1)(c) and 114(1)(e), read
 with section 115(2)(a)       of   the
 Companies Act
 Special   Resolution     Number     2   604 851     87.36%         87 501     12.64%       3 963           0.22%
 Revocation of Special Resolution
 Number 1 if the Scheme is not
 implemented       and      Dissenting
 Shareholders have exercised their
 Appraisal Rights under section 164
 of the Companies Act
 Ordinary Resolution                     605 001     87.36%         87 501     12.64%       3 813           0.21%
 Authority Granted to Directors



2.2     Combined General Meeting



Shareholders representing 23 628 097 Ordinary Shares and 502 367 Preference Shares were present in
person or represented by proxy at the Combined General Meeting, being 27.95% of the total number of the
Preference Shares in issue and 73.15% of the total number of the Ordinary Shares in issue.

Abstentions are represented as a percentage of the total number of the Ordinary Shares and the Preference
Shares in issue, while the Ordinary Shares and the Preference Shares voted for and against are
represented as a number and percentage of the Ordinary Shares and the Preference Shares voted.

As outlined in the Circular, Ordinary Shareholders and Preference Shareholders voted together on the
proposed resolutions at the Combined General Meeting. Accordingly, the resolutions proposed at the
Combined General Meeting, together with the percentage of the Shares abstained, as well as the number
and percentage of votes carried for and against each resolution, are set out in the table below. Furthermore,
the percentages of each of the Ordinary Shares and the Preference Shares abstained, as well as the
corresponding numbers and percentage of votes carried for and against each resolution, are set out
respectively in the tables thereafter.



Details of the results of the voting at the Combined General Meeting are as follows:

 Item                                                                       Aggregate voting results
                                                                       Ordinary and Preference Shares1
                                                                For                    Against                 Abstain


                                                          No.           %        No.         %          No.
                                                                                                                          %
 Special Resolution Number 1                          23 628 097      100%        0         0%           0               0%
 Specific repurchase of Preference Shares in
 terms of paragraph 5.69 of the Listings
 Requirements
 Special Resolution Number 2                          24 034 290      99.61%      94       0.39%       1 800         0.01%
 Acquisition of more than 5% of the issued                                       374
 Preference Shares in terms of section 48(8)(b),
 read with sections 114 and 115, of the
 Companies Act
 Special Resolution Number 3                          24 034 290      99.61%      94       0.39%       1 800         0.01%
 Revocation of Special Resolution Number 2 if                                    374
 the Repurchase is not implemented and
 Dissenting Shareholders have exercised their
 Appraisal Rights under section 164 of the
 Companies Act
 Ordinary Resolution Number 1                         24 034 290      99.61%      94       0.39%       1 800         0.01%
 Authority Granted to Directors                                                  374
Note:
1. In accordance with the voting rights attaching to the Ordinary Shares and Preference Shares
respectively, as set out in the MOI, every Ordinary Shareholder shall have one vote for each Ordinary Share
held. A Preference Shareholder shall be entitled to that proportion of the total vote in the Company which
the aggregate amount of the nominal value of the Preference Shares held by it bears to the aggregate
amount of the nominal value of all Shares issued by the Company.


                                                                                 Ordinary Shares
 Item                                                           For                    Against                  Abstain


                                                          No.           %       No.          %           No.              %
 Special Resolution Number 1                       23 628 097     100%     0        0%         0                0%
 Specific repurchase of Preference Shares in
 terms of paragraph 5.69 of the Listings
 Requirements
 Special Resolution Number 2                       23 628 097     100%     0        0%         0                0%
 Acquisition of more than 5% of the issued
 Preference Shares in terms of section 48(8)(b),
 read with sections 114 and 115, of the
 Companies Act
 Special Resolution Number 3                       23 628 097     100%     0        0%         0                0%
 Revocation of Special Resolution Number 2 if
 the Repurchase is not implemented and
 Dissenting Shareholders have exercised their
 Appraisal Rights under section 164 of the
 Companies Act
 Ordinary Resolution Number 1                      23 628 097     100%     0        0%         0                0%
 Authority Granted to Directors


                                                                          Preference Shares
 Item                                                      For                 Against                Abstain


                                                     No.           %       No.       %        No.
                                                                                                                %
 Special Resolution Number 1
 Specific repurchase of Preference Shares in
 terms of paragraph 5.69 of the Listings
 Requirements 1
 Special Resolution Number 2                       406 193       81.15%   94 374   18.85%     1 800         0.10%
 Acquisition of more than 5% of the issued
 Preference Shares in terms of section 48(8)(b),
 read with sections 114 and 115, of the
 Companies Act
 Special Resolution Number 3                       406 193       81.15%   94 374   18.85%     1 800         0.10%
 Revocation of Special Resolution Number 2 if
 the Repurchase is not implemented and
 Dissenting Shareholders Act have exercised
 their Appraisal Rights under section 164 of the
 Companies Act
 Ordinary Resolution Number 1                      406 193       81.15%   94 374   18.85%     1 800         0.10%
 Authority Granted to Directors
Note:
1. In terms of paragraph 5.69(b) of the Listing Requirements, the votes of the Eligible Shareholders and
their associates are excluded for the purposes of determining whether Special Resolution Number 1 was
duly adopted at the Combined General Meeting.


3. Conditions Precedent to the Repurchase

As set out above, the resolutions relating to the approval of the Scheme were adopted by the requisite
majority of Shareholders at the General Meetings. However, the implementation of the Scheme remains
subject to the fulfilment or waiver, to the extent permitted, of the remaining Scheme Conditions Precedent,
as set out in the Circular.

Shareholders are advised that the Company has received no written notices from Relevant Shareholders
objecting to the Scheme Resolution in terms of section 164(3) of the Companies Act before the Scheme
Resolution was voted on at the Eligible Shareholder General Meeting and/or objecting to the Companies
Act Repurchase Resolution in terms of section 164(3) of the Companies Act before the Companies Act
Repurchase Resolution was voted on at the Combined General Meeting. In the event that the Scheme
becomes unconditional and operative, the Standby Offer will not be implemented.

As set out above, the resolutions relating to the Standby Offer were also adopted by the requisite majority
of Shareholders at the Combined General Meeting. However, the implementation of the Standby Offer
remains subject to the fulfilment or waiver, to the extent permitted, of the remaining Standby Offer
Conditions Precedent as set out in the Circular, including that the Scheme is not implemented for any
reason whatsoever. In the event that the Standby Offer is implemented, Preference Shareholders that do
not elect to participate in the Standby Offer or fail to make an election in relation to the Standby Offer will
remain as Preference Shareholders in Sasfin.

The salient dates and times as set out in the Circular currently remain unaltered and Shareholders will be
notified of any amendments to the salient dates and times.


Further SENS announcements will be released once the remaining Scheme Conditions Precedent and the
Standby Offer Conditions Precedent have been fulfilled.

4. 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 Sasfin, the Scheme and the
Standby Offer, 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. The
Independent Board and the Board have made all reasonable enquiries to ascertain that no facts have been
omitted and that this announcement contains all information required by law, the Companies Act and the
Listings Requirements.
Johannesburg
3 June 2021

Sponsor
Sasfin Capital (a member of the Sasfin Group)

Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited


Legal Advisors
Edward Nathan Sonnenbergs Incorporated

Date: 03-06-2021 09:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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