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Results of the Deferred Shareholder General Meeting and the General Meeting
Imperial Logistics Limited DP World Logistics FZE
Incorporated in the Republic of South Africa Incorporated in the Jebel Ali Free Zone, Dubai, United Arab
Registration number 1946/021048/06) Emirates
JSE share code: IPL (Registered number 220600)
ISIN: ZAE000067211 ("DP World")
("Imperial")
RESULTS OF THE DEFERRED SHAREHOLDER GENERAL MEETING AND THE GENERAL MEETING
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings ascribed thereto in the Circular
1. INTRODUCTION
Shareholders are referred to the joint firm intention announcement published by Imperial and DP World on SENS on 8 July 2021, the
combined circular to Shareholders dated 19 August 2021 (“the Circular”) containing, inter alia, the Notice of the General Meeting (which
was distributed to Shareholders and made available on Imperial’s website on that date) and the notice of the Deferred Shareholder
General Meeting dated 19 August 2021 (which was distributed to Ukhamba on that date) regarding DP World’s firm intention to make:
(i) an offer, to be implemented by way of a scheme of arrangement in terms of section 114(1)(c), read with section 115, of the
Companies Act, 71 of 2008, to acquire all of the issued and to be issued ordinary shares in Imperial, other than such ordinary shares
held by Imperial subsidiaries; and
(ii) a comparable offer to the holder of all of the issued deferred ordinary shares of Imperial.
2. RESULT OF THE DEFERRED SHAREHOLDER GENERAL MEETING
The Imperial Board is pleased to announce that, pursuant to the Deferred Shareholder General Meeting held at 09:30 SAST on Friday,
17 September 2021 entirely through electronic communication, the special resolution as contained in the notice of the Deferred
Shareholder General Meeting, was adopted by the Deferred Shareholder.
The result of the resolution proposed at the Deferred Shareholder General Meeting is set out below:
Votes cast disclosed as a
% of the total number of
Deferred Shares voted at Number of Shares voted
the Deferred Shareholder Deferred disclosed as a % Shares abstained
General Meeting Shares voted of the total disclosed as a % of the
issued Deferred total issued Deferred
For Against Shares(1) Shares(1)
Special Resolution Number 1: 100.00% 0.00% 5,204,953 100.00% 0.00%
Approval of amendment to the MOI
(1) Total number of Deferred Shares in issue as at the date of the Deferred Shareholder General Meeting was 5,204,953.
3. RESULTS OF THE GENERAL MEETING
The Imperial Board is pleased to announce that, pursuant to the General Meeting held at 10:00 SAST on Friday, 17 September 2021
entirely through electronic communication all the special resolutions as contained in the Notice of General Meeting, which formed part
of the Circular, were adopted with the support of at least 75% (seventy-five per cent) of the votes exercised on the respective resolutions
by the Shareholders entitled to vote thereon.
The results of the resolutions proposed at the General Meeting are set out below:
Votes cast disclosed as a % Shares voted
of the total number of disclosed as a %
Shares voted at the General of the total
Meeting in respect of the Number of issued Shares Shares abstained disclosed
relevant resolution Shares voted entitled to be as a % of the total issued
voted in respect Shares entitled to be
of the relevant voted in respect of the
For Against resolution relevant resolution
Special Resolution Number 1: 86.15% 13.85% 156 074 181 79.15%(1) 0.01%(1)
Approval of the Scheme in terms of
Sections 114(1) and 115(2) of the
Companies Act by Ordinary
Shareholders
Special Resolution Number 2: 90.18% 9.82% 154 875 321 78.54%(2) 3.26%(2)
Revocation of Scheme Resolution
Special Resolution Number 3: 86.60% 13.40% 161 278 434 81.79%(2) 0.01%(2)
Approval of amendment to the MOI
(1) Total number of Ordinary Shares in issue as at Friday, 10 September 2021, being the Voting Record Date was 191,983,281, which
excluded 10,922,576 Treasury Shares.
(2) Total number of Shares in issue as at Friday, 10 September 2021, being the Voting Record Date was 197,188,234, which excluded
10,922,576 Treasury Shares.
4. SCHEME CONDITIONS
None of the Ordinary Shareholders have given notice objecting to the Scheme as contemplated in section 164 of the Companies Act.
Accordingly, the Scheme Condition set out in paragraph 4.2.1.7 of the Circular has been fulfilled.
Shareholders should note that the implementation of the Scheme remains subject to the fulfilment or waiver of a number of other
Scheme Conditions by the dates set out in the Circular.
An announcement will be released on SENS and published in the South African press as soon as possible after the fulfilment or waiver
(as the case may be) of all the outstanding Scheme Conditions or any non-fulfilment of any Scheme Condition which causes the Scheme
to lapse.
5. RESPONSIBILITY STATEMENTS
DP World (to the extent that the information relates to DP World) accepts responsibility for the information contained in this
announcement and, to the best of DP World's knowledge and belief, that information is true and this announcement does not omit
anything likely to affect the importance of the information included.
The Independent Board (to the extent that the information relates to Imperial) accepts responsibility for the information contained in
this announcement and, to the best of the Independent Board's knowledge and belief, that information is true and this announcement
does not omit anything likely to affect the importance of the information included.
Johannesburg
17 September 2021
For queries contact:
DP World Investor Relations
Redwan Ahmed
Email: redwan.ahmed@dpworld.com
Imperial Investor Relations
Esha Mansingh
Email: esha.mansingh@imperiallogistics.com
JSE Sponsor and Corporate Broker to Imperial: Rand Merchant Bank (a division of FirstRand Bank Limited)
Financial Adviser to Imperial: Morgan Stanley
Legal Adviser to Imperial: Bowmans
Independent Expert to Imperial: UBS South Africa Proprietary Limited
Financial Adviser to DP World: Deutsche Bank
South African Legal Adviser to DP World: Webber Wentzel
International Legal Adviser to DP World: Clifford Chance LLP
Date: 17-09-2021 01:00:00
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