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CCL
CCL
CCL - Revised notice of annual general meeting and revised date of annual
general meeting
COMPU-CLEARING OUTSOURCING LIMITED
(REGISTRATION NUMBER 1998/015541/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
SHARE CODE: CCL ISIN: ZAE000016564
("COMPU-CLEARING" OR "THE COMPANY")
Revised notice of annual general meeting and revised date of annual general
meeting.
Shareholders are referred to the Notice of Annual General Meeting included in
the Annual Report for the year ended 30 June 2010 posted to shareholders on
29 September 2010 wherein the following Resolutions were inadvertently
omitted:
- Ordinary resolution number 5; approval of remuneration policy,
- Ordinary Resolution number 6; approval of non - executive directors
remuneration, and
- Ordinary Resolution number 7; election of audit committee members.
Shareholders are advised that the omitted resolutions are included herein as
is the revised date on which the Annual General Meeting will be held.
Notice is hereby given that the annual general meeting of Compu-Clearing
Outsourcing Limited will be held in the boardroom, North Building, 7 Drome
Road, Lyndhurst, Johannesburg on Wednesday, 8 December 2010 at 14h00 for the
following purposes:
To consider and, if deemed fit, to pass, with or without modification, the
following ordinary resolutions:
Ordinary resolution number 1 - adoption of annual financial statements
To receive and adopt the consolidated audited annual financial statements of
the company and its subsidiaries, incorporating the reports of the auditors,
the Audit and Risk Committee and the directors for the year ended 30 June
2010;
Ordinary resolution number 2 - approval of auditors remuneration and
appointment
To confirm the remuneration and appointment of KPMG Inc. as auditors and D.
Thompson as the individual designated auditor of the company for the ensuing
year and to authorise the directors to determine the remuneration of the
auditors for the past year`s audit as reflected in note 14 to the annual
financial statements;
Ordinary resolution number 3 - control of issued and unissued shares
"Resolved that in terms of section 221 and 222 of the Companies Act 1973 as
amended ("the Act"), the company hereby extends, until the next annual
general meeting, the directors` authority to allot and issue, at their
discretion and in terms of the JSE Limited ("the JSE") Listings Requirements,
the unissued shares of the company."
Ordinary resolution number 4 - re-election of directors
"Resolved that the following directors, retiring in terms of the company`s
articles of association and offering themselves for re-election, be re-
elected:
A.Garber
J. DuPreez
M. Acosta-Alarcon
C. Efthymiades
D. Cleasby
A. Katz
M. Lutrin
T. Mogale
G. McMahon
Details of the directors standing for re-election appear on pages 9-10 of the
annual report.
Ordinary resolution number 5 - approval of remuneration policy
That shareholders endorse, through a non-binding advisory vote to ascertain
the shareholder`s view of the company`s remuneration policy and its
implementation. The company`s remuneration report is set out on page 18 to 19
of this annual report.
Ordinary resolution number 6 - approval of non-executive directors`
remuneration
That shareholders are requested to consider and if deemed appropriate,
sanction the proposed remuneration payable to non-executive directors with
effect from 1 July 2010 as set out in the table hereunder. Full particulars
of all fees and remuneration for the past financial year are contained on
pages 26-27 of the annual report.
Type of fee (per Existing fee - 2009 Proposed fee -
meeting) 2010
R R
Board
Board members 6,000 6,000
Audit Committee
Member 6,000 6,000
Risk Committee
Member 6,000 6,000
Human Resources
Committee
Member 6,000 6,000
Notes
1. The company holds a minimum of two board meetings during any 12 month
period
2. The company holds a minimum of two Audit Committee and two risk
committee meetings during any 12 month period.
3. The company at least one Human Resources Committee meeting during any 12
month period.
4. The full fee is subject to attendance by the non-executive director.
Ordinary resolution number 7 - election of audit committee members
That shareholders elect, each by way of a separate vote, the following non-
executive directors, as members of the Compu-Clearing audit committee:
Mr A Katz (independent)
Mr M Lutrin (non-executive)
Brief resumes of those independent non-executive directors offering
themselves for election as members of the audit committee are enclosed on
pages 9 - 10 of the annual report.
Ordinary resolution number 8- general authority to issue shares for cash
"Resolved that the directors have the powers to allot and issue any shares of
any class already in issue in the capital of the company for cash when the
directors consider it appropriate in the circumstances, subject to the
following:
- this authority shall not endure beyond the earlier of the next annual
general meeting of the company or beyond 15 (fifteen) months from the
date of passing of this ordinary resolution;
- there will be no restrictions in regard to the persons to whom the
shares may be issued, provided that such shares are to be issued to
public shareholders as defined by the JSE Listings Requirements and not
to related parties;
- upon any issue of shares which, together with prior issues during any
financial year, will constitute 5% (five percent) or more of the number
of shares of the class in issue, the company shall, by way of a paid
press announcement in terms of 11.22 of the JSE Listings Requirements,
give full details thereof, including the effect on the net asset value
per share, net tangible asset value per share, headline earnings per
share and earnings per share of the company, the number of securities
issued and the average discount to the weighted average traded price of
the securities over the 30 days prior to the date that the price of such
issue was determined or agreed in writing between the issuer and the
parties subscribing for the securities.
- that issues in the aggregate in any one financial year may not exceed
15% (fifteen percent) of the number of that class of the company`s
issued shares (including instruments which are compulsorily convertible
into shares of that class) at the date of application less any shares of
that class issued, or to be issued in the future arising from options /
convertible securities issued during the current financial year, plus
any shares to be issued pursuant to an announced, irrevocable and fully
underwritten rights offer or to be issued pursuant to any acquisition
for which final terms have been announced;
- the maximum discount at which securities may be issued is 10% (ten
percent) of the weighted average traded price of those securities over
the 30 (thirty) business days prior to the date that the price of the
issue is determined or agreed between the issuer and the party
subscribing for the securities; and
- a 75% (seventy-five percent) majority is required of votes cast by the
shareholders present or represented by proxy at the annual general
meeting to approve the resolution."
Ordinary Resolution number 9 - general authority to make payments
"Resolved that, in terms of article 13.2 of the company`s Articles of
Association and subject to the company obtaining a declaration of the
directors that:
the directors of the company shall be entitled, from time to time, to pay by
way of a reduction of share premium, capital distributions pro-rata to all
shareholders of the company in lieu of a dividend. Such distributions shall
be the amounts which the
directors would have declared and paid out of the profits of the company as
interim and final dividends in respect of the financial year ended 30 June
2010. This authority shall not extend beyond the earlier the date of the
annual general meeting following the annual general meeting at which this
resolution is being proposed or 15 months from the date of the resolution."
In terms 5.86 of the JSE Listings Requirements any general payment(s) may not
exceed 20% (twenty percent) of the company`s issued share capital, including
reserves but excluding minority interests, and revaluations of assets and
intangible assets that are not supported by a valuation by an independent
professional expert acceptable to the JSE prepared within the last six
months, in any one financial year, measured as at the beginning of such
financial year.
The method by which the company intends to make capital distributions to
shareholders in terms of the authority and the date on which such payments
will take place, will be announced following the decision by the board to
make such payments; and
Further relevant disclosure as required for ordinary resolution number 4, in
terms of the JSE Listings Requirements, is contained in the special
resolution number 1.
To consider, and if approved, to pass, with or without modification, the
following special resolution
Special Resolution number 1 - general authority to repurchase shares
"Resolved that the company hereby approves, as a general approval
contemplated in sections 85(2), 85(3) and 89 of the Companies Act, 1973 (Act
61 of 1973), as amended ("the Act"), and in terms of the company`s articles
of association the acquisition of the company or any of its subsidiaries from
time to time of the issued ordinary shares of the company, upon such terms
and conditions and in such amounts as the directors of the company may from
time to time determine, but, subject to the articles of association of the
company, the provisions of the Act and the JSE Listings Requirements, as
presently constituted and which may be amended from time to time, and
provided:
- that any such acquisition of ordinary shares shall be effected through
the order book operated by the JSE trading system and done without any
prior understanding or arrangement between the company or any of its
subsidiaries and the counter party (reported trades are prohibited);
- that this general authority shall only be valid until the company`s next
annual general meeting provided that it shall not extend beyond 15
(fifteen) months from the date of passing of this Special Resolution;
- that a paid press announcement will be published as soon as the company
or its subsidiaries has/have acquired ordinary shares constituting, on a
cumulative basis, 3% (three percent) of the number of ordinary shares in
issue, prior to the acquisition pursuant to which the 3% (three percent)
threshold is reached, and in respect of every 3% (three percent)
thereafter, which announcement shall contain full details of such
acquisitions;
- that acquisitions by the company and its subsidiaries of ordinary shares
in any one financial year may not exceed 20% (twenty percent) of the
company`s issued ordinary share capital from the date of the grant of
this general authority;
- that no subsidiary of the company will acquire more than 10% of the
company`s issued ordinary share capital at any one time;
- that in determining the price at which the company`s ordinary shares are
acquired by the company or any of its subsidiaries in terms of this
general authority, the maximum price at which such ordinary shares may
be acquired will be at a premium of no more than 10% (ten percent) of
the weighted average of the market price at which such ordinary shares
are traded on the JSE, as determined over the 5 (five) business days
immediately preceding the date of repurchase of such ordinary shares by
the company or any of its subsidiaries;
- that the company may at any point in time only appoint one agent to
effect any repurchase(s) on its behalf;
- that the company or any of its subsidiaries may not repurchase
securities during a prohibited period, as defined in the JSE Listings
Requirements unless they have in place a repurchase programme where the
dates and quantities of securities traded during the relevant period are
fixed (not subject to any variation) and full details of the programme
have been disclosed in an announcement over SENS prior to the
commencement of the prohibited period."
The reason for the Special Resolution is to grant the company or any of its
subsidiaries a general authority in terms of the Act for the acquisition by
the company or any of its subsidiaries of shares issued by the company, which
authority shall be valid until the earlier of the next annual general meeting
of the company or the variation or revocation of such general authority by
special resolution by any subsequent general meeting of the company, provided
that the general authority shall not extend beyond 15 (fifteen) months from
the date of this annual general meeting. The passing and registration of this
special resolution will have the effect of authorising the company or any of
its subsidiaries to acquire shares issued by the company.
Additional Information required in terms of the JSE Listings Requirements
with regard to this general authority for the company or any of its
subsidiaries to repurchase the company`s securities and for the payment of
capital distributions to shareholders, appears in the annual financial
statements, to which this notice of annual general meeting is annexed as
indicated below:
- Directors and senior management of the company: pages 9 - 11
- Major shareholders: page 60
- Directors` interest in securities: page 28 - 29
- Share capital of the company: page 45
The directors, whose names and abridged resumes appear on pages 9 - 10 of the
annual report, collectively and individually accept full responsibility for
the accuracy of the information given and certify that to the best of their
knowledge and belief there are no facts that have been omitted which would
make any statement false or misleading, and that all reasonable enquiries to
ascertain such facts have been made in the annual report and that the annual
report and notice of annual general meeting contains all information required
by law and the JSE Listings Requirements.
There has been no material change in the financial or trading position of the
company or any of its subsidiaries that has occurred since 30 June 2010.
There are no legal or arbitration proceedings, either pending or threatened
against the company or its subsidiaries, of which the directors are aware,
which may have, or have had in the last 12 months, a material effect on the
financial position of the company and its subsidiaries. Pursuant to and in
terms of the JSE Listings Requirements, the directors of the company hereby
state:
That the intention of the company and or any of its subsidiaries is to
utilise the authorities if at some future date the cash resources of the
company are in excess of its requirements. In this regard the directors will
take account, inter alia, an appropriate capitalisation structure for the
company, the long-term cash needs of the company, and will ensure that any
such utilisation is in the interest of shareholders;
II. That the method by which the company and or any of its subsidiaries
intends to re-purchase its securities and the date on which such repurchase
will take place, has not yet been determined, and
III. That after considering the effect of a maximum permitted re-purchase of
securities and the payment of capital distributions to shareholders, the
company and its subsidiaries are, as at the date of this notice convening the
annual general meeting of the company, able to fully comply with the JSE
Listings Requirements. Nevertheless, at the time that the contemplated re-
purchase and capital distribution to shareholders are to take place, the
directors of the company will ensure that:
The company and the Group will be able in the ordinary course of business to
pay its debts for a period of 12 months after the date of the repurchase and
or the capital distribution
- The assets of the company and the Group will be in excess of the
liabilities of the company and the Group for a period of 12 months after
the date of the repurchase and or the capital distribution. For this
purpose, the assets and liabilities will be recognised and measured in
accordance with the accounting policies used in these audited annual
Group financial statements;
- The share capital and reserves of the company and the Group will be
adequate for ordinary business purposes for a period of 12 months after
the date of the repurchase and or capital distribution;
- The working capital of the company and the Group will be adequate for
ordinary business purposes for a period of 12 months after the date of
the repurchase and or capital distribution; and
- The company will provide its sponsor and the JSE with all documentation
as required in Schedule 25 of the JSE Listings Requirements, and will
not commence any repurchase until the sponsor has signed off on the
adequacy of its working capital, advised the JSE accordingly and the JSE
has approved this documentation.
To transact such other business as may be transacted at an Annual General
Meeting.
Shareholders who hold their shares in certificated form or who are own name
registered dematerialised shareholders who are unable to attend the annual
general meeting, which is to be held on Wednesday, 8 December 2010 at 14h00,
but wish to be represented thereat, are required to complete and return the
attached form of proxy so as to be received by the transfer secretaries,
Computershare Investor Services (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), by
not later than 14:00 on Tuesday, 7 December 2010.
A member entitled to attend and vote at the annual general meeting is
entitled to appoint a proxy to attend, speak and, on a poll, vote in his
stead. A proxy need not be a member of the company. Proxy forms must reach
the transfer secretaries, Computershare Investor Services (Proprietary)
Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107) by not less than 24 hours prior to the scheduled commencement of the
annual general meeting (excluding Saturdays, Sundays and public holidays).
Shareholders who have dematerialised their shares through a CSDP or broker,
other than with own name registration who wish to attend the annual general
meeting should instruct their CSDP or broker to issue them with the necessary
Letters of representation to attend the meeting, in terms of the custody
agreement entered into between such shareholders and their CSDP or broker.
Shareholders who have dematerialised their shares through a CSDP or broker,
other than with own name registration who wish to vote by way of proxy,
should provide their CSDP or broker with their voting instructions, in terms
of the custody agreement entered into between such shareholders and their
CSDP or broker. These instructions must be provided to their CSDP or broker
by the cut-off time or date advised by their CSDP or broker for instructions
of this nature.
In respect of dematerialised shares, it is important to ensure that the
person or entity (such as a nominee) whose name has been entered into the
relevant sub-register maintained by the CSDP or broker completes the form of
proxy in terms of which he appoints a proxy to vote at the annual general
meeting.
Equity securities held by a share trust or scheme will not have their votes
at general/annual general meetings taken into account for the purposes of
resolutions proposed in terms of the JSE Listings Requirements.
Unlisted securities (if applicable) and shares held as treasury shares may
not vote.
By order of the board
Lutrin, Abrams, Sklar Chartered Accountants (SA)
Group Secretary
Date: 11/11/2010 16:00:03 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.
