04 Jun - 7 min read

Correction Announcement - Results of General Meetings

Correction Announcement - 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”)



CORRECTION ANNOUNCEMENT

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


Shareholders are referred to the Results of Shareholders’ Meetings Announcement which was published
on the Stock Exchange News Service of the JSE Limited at approximately 9:00 on 3 June 2021 (“Results
Announcement”) and are advised that the Takeover Regulation Panel has requested that Sasfin correct the
Results Announcement at Paragraph 3 – “Conditions Precedent to the Repurchase” thereof by, inter alia,
the deletion of the last four paragraphs of that paragraph. All other information remains as stated in the
Results Announcement.

The full announcement with the corrections requested by the Takeover Regulation Panel is set out
hereinbelow.

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%     94 374     0.39%       1 800        0.01%
 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                          24 034 290      99.61%     94 374     0.39%       1 800        0.01%
 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                         24 034 290      99.61%      94 374    0.39%       1 800        0.01%
 Authority Granted to Directors                                                  

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 of the remaining Scheme Conditions Precedent, as set out in the Circular.



       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
4 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: 04-06-2021 07:30:00
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