« Previous post | Next post »
AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Results of the N shareholder meeting and special general meeting and changes to the board Results of the N shareholder meeting and special general meeting and changes to the board Allied Electronics Corporation Limited Incorporated in the Republic of South Africa Registration Number: 1947/024583/06 Share code: AEL ISIN: ZAE000191342 Share code: AEN ISIN: ZAE000191359 ("Altron" or the "Company") RESULTS OF THE N SHAREHOLDER MEETING AND SPECIAL GENERAL MEETING AND CHANGES TO THE BOARD 1. INTRODUCTION The definitions and interpretations commencing on page 6 of the Circular have been used in this SENS announcement. Altron shareholders are referred to the announcement released on SENS on Thursday, 9 February 2017, as well as to the Circular issued to Altron shareholders on the same date, regarding, inter alia:- a) the collapse of the Company´s historical dual share capital structure and the removal of the Venter Family´s absolute voting control over the Company; b) the repurchase by the Company of all of the issued N class shares in consideration for the issue of 9 A class ordinary shares for every 10 N class shares; c) the subscription by the Venter Family for a new high voting share which will entitle the Venter Family to exercise 25.0% plus one vote at any shareholders' meeting for as long as the Venter Family owns, directly or indirectly, in excess of 10.0% of the A class shares in the Company; d) the introduction of VCP as a new strategic partner, which is expected to be a catalyst in driving shareholder value creation by accelerating the Company´s growth initiatives within its core IT operations; and e) the appointment of VCP´s co-founders, Antony Ball and Samuel Sithole, to the Board as non- executive directors. Shareholders are advised that all the resolutions proposed to N Shareholders at the N Shareholder Meeting and all the resolutions proposed to the Shareholders at the Special General Meeting were passed by the requisite majority of votes. The Board is pleased to advise that no Shareholder delivered to the Company any written notice objecting to Special Resolution Number 3, as set out in the Notice of the Special General Meeting, or objecting to Special Resolution Number 1, as set out in the Notice of the N Shareholder Meeting and in terms of section 164(3) of the Companies Act No. 711 of 2008. Accordingly the condition precedent to implementation of the Restructure set out in paragraph 9.1.6 of the Circular has been fulfilled. 2. RESULTS OF THE N SHAREHOLDER MEETING All of the resolutions as set out in the Notice of N Shareholder Meeting incorporated in the Circular were passed, without modification, by the requisite majority of votes. Although the Venter Family were represented at the N Shareholder Meeting, they did not vote on any of the proposed resolutions and were not taken into account for the purposes of determining quorum. The following information is provided:- Total issued number of N Shares in issue 264 371 346 Number of N Shares eligible to vote at the meeting 230 252 104 Number of N Shares represented at the meeting 205 978 669 Percentage of N Shares represented at the meeting 89% Details of the results of the voting at the N Shareholder Meeting are as follows:- Number of votes carried Shares and disclosed as a abstained percentage in relation to disclosed as a the total number of N percentage in Shares voted at the relation to the meeting total issued N Share capital Resolution proposed For Against Special resolution number 1: Approval of the scheme of arrangement and 205 975 399 600 Repurchase of more than 5% of all of the N Shares 100% 0% 0% in issue at the Last Practicable Date Special resolution number 2: Revocation of the Repurchase Scheme Special 204 324 053 1 651 946 0% Resolution 99.20% 0.80% Ordinary resolution number 1: 205 973 172 150 0% Directors authorised to act 100% 0% 3. RESULTS OF THE SPECIAL GENERAL MEETING The Special General Meeting was held on Thursday, 9 March at 10h30 and all of the resolutions as set out in the Notice of Special General Meeting incorporated in the Circular were passed, without modification, by the requisite majority of votes. It is important to note that although the Venter Family were represented at the Special General Meeting, they did not vote on any of the proposed resolutions and were not included for the purposes of determining quorum. The following information is provided:- Total issued number of Altron Shares 105 669 131 Number of Altron Shares that could have been voted at the meeting 44 281 416 Number of Altron Shares represented at the meeting 34 715 745 Percentage of Altron Shares represented at the meeting 78% Details of the results of the voting at the Special General Meeting are as follows:- Number of votes carried Altron Shares and disclosed as a abstained percentage in relation to disclosed as a the total number of percentage in Altron Shares voted at relation to the the meeting total issued Altron Share capital Resolution proposed For Against Special resolution number 1: 33 645 459 1 200 Conversion of A Shares from par value Shares to no 0.01% par value Shares 100% 0% Special resolution number 2: 34 703 045 4 200 Increase in authorised A Share capital 99.99% 0.01% 0.01% Special resolution number 3: 32 980 792 1 726 153 Creation of New High Voting Share 95.03% 4.97% 0.01% Special resolution number 4: Issue of Shares to a person related or inter-related to 33 633 251 13 108 a director 99.96% 0.04% 0.01% Special resolution number 5: Authority to issue Shares in excess of 30% of the 33 636 596 10 063 voting power 99.97% 0.03% 0.01% Special resolution number 6: Specific repurchase of N Shares in terms of 33 340 837 1 361 898 paragraph 5.69 of the Listings Requirements 96.08% 3.92% 0.01% Special resolution number 7: The acquisition from a director or a prescribed officer 34 694 162 9 776 or a person related to a director or prescribed officer 99.97% 0.03% 0.01% Special resolution number 8: 32 980 794 1 722 844 Issue and allotment of the New High Voting Share 95.04% 4.96% 0.01% Special resolution number 9: Replacement of the Company´s Memorandum of 32 990 622 1 713 029 Incorporation 95.06% 4.94% 0.01% Special resolution number 10: 33 642 916 450 Revocation of special resolution number 1 100% 0% 0.01% Special resolution number 11: Revocation of special resolution numbers 2, 3, 9 and 34 703 475 476 12 100% 0% 0.01% Special resolution number 12: 34 707 231 13 Cancellation of N Share capital 100% 0% 0.01% Ordinary resolution number 1: Appointment of Antony Ball as a Non-Executive 33 643 066 3 293 Director 99.99% 0.01% 0.01% Ordinary resolution number 2: Appointment of Samuel Sithole as a Non-Executive 33 643 066 3 293 0.01% Director 99.99% 0.01% Ordinary resolution number 3: 33 633 753 9 313 Adjustment to the Share Plan 99.97% 0.03% 0.01% Ordinary resolution number 4: 33 643 366 3 293 Specific authority to issue Shares for cash to VCP 99.99% 0.01% 0.01% Ordinary resolution number 5: 33 643 366 - Board authority to allot and issue A Shares 100% 0% 0.01% Ordinary resolution number 6: 32 981 544 1 722 394 Specific authority to issue the New High Voting 95.04% 4.96% 0.01% Share for cash to the Venter Family Entity Ordinary resolution number 7: 33 105 730 540 929 Directors authorised to act 98.39% 1.61% 0.01% 4. CHANGES TO THE BOARD In compliance with Section 3.59 of the Listings Requirements of the JSE Limited Shareholders are advised of the following changes to the Board: Antony Ball and Samuel Sithole have been appointed to the Board as non-executive directors, with effect from date of implementation of the Restructure. - Antony Ball, co-founded Capital Partners, South Africa´s first independent private equity firm. In 1998, Capital Partners merged with the investment banking interests of Capital Alliance Holdings Limited to form Brait SE. Mr Ball served as Brait´s Chief Executive Officer for nine years, during which time he played a key role in the raising, management and organisation of Brait´s private equity funds and led numerous investments covering industrial services, technology, manufacturing, media, agricultural services and chemicals. - Sam Sithole is the Chief Executive Officer of Value Capital Partners. He was an Executive Director of Brait SE from June 2008 until September 2016, where he spent most of his years as the Financial Director of the Brait Group and later as Executive Director: Capital and Treasury. The above period included extensive corporate and group re-organisations, as well as engaging in both local and international markets for new capital for the group. Mr Sithole was also an integral part of the investment team from 2011 until 2016, when Brait transitioned into an investment company, a period which saw the company grow its market capitalisation over 10 times within a four to five year period. Mr Sithole was also a partner of Deloitte, where he spent six years as an audit partner and departed the organisation as Business Unit Leader for the Financial Services Audit practice in their Johannesburg offices. The Board welcomes Antony Ball and Samuel Sithole and looks forward to their contribution. 5. REVISED SALIENT DATES AND TIMES To the extent that certain conditions precedent to implementation of the Restructure are fulfilled earlier than anticipated, Shareholders will be advised of any consequent amendments to the Salient Dates and Times contained in the Circular. Parktown, Johannesburg 9 March 2017 Joint financial advisor and sponsor to Altron Investec Bank Limited Joint financial advisor to Altron Rand Merchant Bank (A division of FirstRand Bank Limited) Legal advisor to Altron Edward Nathan Sonnenbergs Incorporated Legal advisor to VCP DLA Piper South Africa Services (Pty) Ltd Legal advisor to the Venter Family Lapin Attorneys Date: 09/03/2017 04:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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.