| Mon 12 Oct 2009, 15:00 | | TBS - Tiger Brands - Results Of General Meeting |
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TBS
TIIH
TBS - Tiger Brands - Results Of General Meeting
Tiger Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017881/06)
Share code: TBS
ISIN: ZAE000071080
("Tiger Brands" or "the Company")
TIGER BRANDS PHASE II BLACK ECONOMIC EMPOWERMENT TRANSACTION
RESULTS OF GENERAL MEETING
The general meeting of shareholders of the Company held on Monday, 12 October
2009, considered the resolutions as set out in the notice of general meeting
that accompanied the circular to shareholders, issued on Wednesday, 16 September
2009 ("the Phase II BEE Transaction").
The ordinary and special resolutions relating to the subscription and issue of
shares to the following black participants were passed by the requisite number
of votes:
- Brimstone Investment Corporation Limited (through its ring-fenced special
purpose vehicle ("SPV")): 1.01% of Tiger Brands` enlarged issued share
capital post implementation of the Phase II BEE Transaction (net of 10 326
758 treasury shares held by Tiger Consumer Brands Limited)( "Tiger Brands`
enlarged issued share capital");
- The Tiger Brands Black Managers Trust No. II: 1.58% of Tiger Brands`
enlarged issued share capital;
- The Tiger Brands General Staff Share Trust: 0.44% of Tiger Brands` enlarged
issued share capital;
- The Thusani Trust (through its SPV): 1.01% of Tiger Brands` enlarged issued
share capital; and
- The Tiger Brands Foundation (through its SPV): 5.05% of Tiger Brands`
enlarged issued share capital.
Although a majority of votes submitted by proxy were in favour of the ordinary
and special resolutions relating to the subscription and issue of shares to
Mapitso Consortium Investments(Proprietary) Limited, through its SPV, Mapitso
Funding SPV (Proprietary) Limited, on the morning of the general meeting it was
abundantly clear that the number of votes would be insufficient for the
resolutions to be passed with the necessary 75% majorities. It was accordingly
considered appropriate to withdraw these resolutions from consideration at the
commencement of the meeting.
Tiger Brands` authorised and issued share capital and share premium post
implementation of those elements of the Phase II BEE Transaction approved by
shareholders, are set out below.
Before the Phase After the Phase
II II
BEE Transaction BEE Transaction
R`000 R`000
Authorised share capital
250 000 000 ordinary shares of 25 000 25 000
10 cents each
Issued share capital
(including 10 326 758 treasury
shares)
173 551 952 # ordinary shares 17 355
with a par value of 10 cents
each before the Phase II BEE
Transaction
189 874 472 ordinary shares 18 987
with a par value of 10 cents
each after the Phase II BEE
Transaction (see Note 1)
Share premium (see Note 1) 49 763 1 796 494
Total issued share capital and 67 118 1 815 481
premium
# As at Friday, 28 August 2009, the last practicable date as per
the circular issued to Tiger Brands shareholders on Wednesday, 16
September 2009.
Note 1: Ordinary shares issued in terms of the Phase II BEE Transaction:
No of Issue Par Premium Total
shares price per value (R`000) (R`000)
share (R) (R`000)
Brimstone SPV 1 813 613 7.40 181 13 239 13 420
Tiger Brands 2 835 427 0.10 284 0 284
Black
Managers
Trust No. II
Tiger Brands 791 800 155.86 79 123 330 123 409
General Staff
Share Trust
Tiger Brands 9 068 067 148.07 907 1 341 1 342
Foundation 802 709
SPV
Thusani SPV 1 813 613 148.07 181 268 360 268 541
Total 16 322 1 632 1 746 1 748
520 731 363
Following the registration of the relevant special resolutions by the Companies
and Intellectual Property Registration Office, application will be made to the
JSE Limited to list the ordinary shares. It is expected that these shares will
be listed with effect from 20 October 2009.
The pro forma financial information setting out the updated financial effects of
the Phase II BEE Transaction as set out above, as well as the impact on the
percentage effective black ownership in Tiger Brands, will be announced on SENS
within one week from the date of this announcement.
The ordinary resolution relating to the granting of the general authority to
make payments to shareholders out of the Company`s share premium account, and
the resolution authorising any two directors or any director and the Company
secretary to action the aforegoing resolutions, were passed by the requisite
majorities.
Bryanston
12 October 2009
Investment bank and transaction sponsor
Standard Bank
Attorneys and corporate law advisers
Edward Nathan Sonnenbergs
Independent reporting accountants and auditors
Ernst & Young
Sponsor
J.P. Morgan Equities Limited
Independent expert to Tiger Brands
PricewaterhouseCoopers Corporate Finance (Pty) Limited
Transactional Communication Adviser
Brunswick
Tel: + 27 11 502 7300
Anne Dunn 082 448 2684
Taryn Wulfsohn 083 273 1301
Date: 12/10/2009 15:00:01 Produced by the JSE SENS Department.
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