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JDH
JDH
JDH - John Daniel Holdings Limited - Results of shareholder resolutions
JOHN DANIEL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: JDH - ISIN: ZAE000136677
("the Company" or "JDH" or "the Group")
RESULTS OF SHAREHOLDER RESOLUTIONS
In terms of Section 60 of the Companies Act (71 of 2008) ("the Act"),
certain shareholder resolutions are not required to be conducted at a
general meeting. The Company`s shareholders approved two special
resolutions which have been detailed below. The consent process was
conducted by way of a written round robin resolution which was explained by
the directors to the relevant shareholders, and subsequently signed
The rationale for having passed the special resolutions as per this
announcement by way of Section 60 of the Act was to avoid substantial
delays in the rights offer circular to shareholders (as detailed on SENS on
10 June 2011).
In addition, Section 60 (4) requires the Company to notify all the
shareholders of the results of the vote of these resolutions. Accordingly,
the special resolutions were voted on and passed by the requisite majority
of 78.18% of the shareholders as detailed below.
Shareholder Balance at 31 % holding Dec
December 2010 2010
In Favour
MILE INVESTMENTS 267 (PTY) LTD 51 000 000 33.89%
BRO TRUST 40 980 241 27.23%
LOUIS HARRIS FAMILIE TRUST 13 578 276 9.02%
BPB CONSTRUCTION (PTY) LTD 6 400 000 4.25%
MR DANIEL JOHN HALL 4 589 302 3.05%
BLULAR INVESTMENT AND MANAGEMENT CC 700 000 0.47%
MR COSTANTINO BUCCIMAZZA 417 000 0.28%
TOTAL 117 664 819 78.18%
No votes against the resolutions were received.
The two special resolutions passed were as follows:
APPROVAL OF ISSUE OF SHARES WITH MORE THAN 30% VOTING POWER
"RESOLVED THAT the issue of up to 285 239 158 shares which voting power of
shares, as a result of the Rights Offer and the potential increase in the
Company`s shareholding in Lazaron ("Transactions"), as announced on SENS on
10 June 2011, will exceed 30% of the voting power of all the shares held by
shareholders immediately before the Transactions, be and is hereby
approved."
Explanatory Note:
In terms of Section 41(3) of the Act, shareholders are required to approve,
by special resolution, any issue of shares which shares equal or exceed 30%
of the voting power of all shares held. This issue of shares is required in
terms of the Transactions as announced on SENS on 10 June 2011, which
number of shares to be issued will be determined once the Rights Offer has
been closed and the increase shareholding in Lazaron consideration has been
determined, which issue of shares may potentially exceed 30% of the voting
power of all shares held. This special resolution required a vote of 75% of
shareholders eligible to vote.
GENERAL AUTHORITY TO ENTER UNTO FUNDING AGREEMENTS, PROVIDE LOANS OR OTHER
FINANCIAL ASSISTANCE
"RESOLVED that in terms of Section 44 and 45 of the Act, the Company be and
is hereby granted approval to enter into direct or indirect funding
agreements or guarantee a loan or other obligation, secure any debt or
obligation or to provide loans or financial assistance between subsidiaries
or between itself and its directors, prescribed officers, subsidiaries, or
any related or inter-related persons from time to time, subject to the
provisions of the JSE Limited`s Listings Requirements, and as the directors
in their discretion deem fit."
Explanatory Note:
The purpose of this resolution is to enable the Company to enter into
funding arrangements with its directors, prescribed officers, subsidiaries
and their related and inter-related persons and to allow intergroup loans
between subsidiaries. This special resolution required a vote of 75% of
shareholders eligible to vote.
Johannesburg
01 August 2011
Sponsor
Arcay Moela Sponsor (Proprietary) Limited
Date: 01/08/2011 14:00:01 Produced by the JSE SENS Department.
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