| Tue 18 Oct 2011, 9:00 | | CIL - Consolidated Infrastructure Group Limited - Resolutions of the |
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CIL
CIL
CIL - Consolidated Infrastructure Group Limited - Resolutions of the
shareholders of Consolidated Infrastructure under Section 60 of the
Companies Act, 2008
Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL ISIN: ZAE000153888
("Consolidated Infrastructure" or the "company")
RESOLUTIONS OF THE SHAREHOLDERS OF CONSOLIDATED INFRASTRUCTURE UNDER
SECTION 60 OF THE COMPANIES ACT, 2008
Shareholders are advised that the board of directors of Consolidated
Infrastructure ("the board" or the "directors") has resolved (in terms
of section 65(2) of the Companies Act, 2008 ("Act")) to propose special
resolutions relating to -
1. the provision of financial assistance (as defined in the Act) to a
related company (as defined in the Act) or an inter-related
company (as defined in the Act) in terms of section 45 of the Act,
as Consolidated Infrastructure will be required from time to time
to provide financial assistance to its subsidiaries and certain
other companies and corporations as contemplated in terms of
section 45(2) of the Act, in order for the company and its
subsidiaries to carry on business;
2. the payment of the portion of the directors` remuneration approved
at the company`s Annual General Meeting held on 15 April 2011 for
the financial year ended 31 August 2010 in terms of the relevant
provisions applicable at the time but which have not been paid
since 1 May 2011, being the commencement date of the Act;
3. the payment of remuneration to the directors of Consolidated
Infrastructure for their services as directors in terms of section
66 of the Act in respect of the financial year ended 31 August
2011; and
4. an annual increase not exceeding 10% of the directors` rates
payable by the company to the directors for their services as
directors for a period of 2 (two) years from the date of the
passing of such resolution,
(the "proposed special resolutions") for consideration by written
consent of shareholders in terms of section 60 of the Act.
In terms of section 60 of the Act, a resolution that could be voted on
at a shareholders meeting may instead be submitted for consideration to
the shareholders entitled to exercise voting rights in relation to the
resolution, and be voted on in writing by shareholders entitled to
exercise voting rights in relation to the resolution, within 20
(twenty) business days after the resolution was submitted to them.
Section 60(2) of the Act further provides that a resolution
contemplated in section 60(1) of the Act will have been adopted if it
is supported by persons entitled to exercise sufficient voting rights
for it to have been adopted as an ordinary or special resolution, as
the case may be, at a properly constituted shareholders meeting, and if
adopted such resolution will have the same effect as if it had been
approved by voting at a meeting.
Section 65(2) of the Act provides that the board may propose any
resolution to be considered by shareholders, and may determine whether
that resolution will be considered at a meeting, or by vote or written
consent in terms of section 60 of the Act. The board of Consolidated
Infrastructure has determined by resolution that the proposed special
resolutions be considered by the shareholders of Consolidated
Infrastructure by written consent in terms of section 60 of the Act.
A letter together with the proposed special resolutions and a form of
written consent ("the shareholder letter") was distributed to
shareholders of Consolidated Infrastructure yesterday, 17 October 2011,
which letter sets out the detailed action required to be taken by
shareholders in respect of proposed special resolutions.
The shareholder letter will also be available to be viewed on
Consolidated Infrastructure`s website www.ciglimited.co.za from
Wednesday, 19 October 2011.
In regard to the action required by shareholders, the following should
be noted:
1. Shareholders who have dematerialised their shares (other than own-
name dematerialised shareholders) in terms of the Securities
Services Act, 2004 should advise their Central Securities
Depository Participant ("CSDP") or broker as to what action they
wish to take. This must be done in terms of the agreement entered
into between them and their CSDP or broker. Shareholders who have
dematerialised their shares (other than own-name dematerialised
shareholders) must not return the form of written consent, set out
in annexure 2 of the shareholder letter ("written consent"), to
the transfer secretaries being Computershare Investor Services
(Proprietary) Limited. Their instructions must be sent to their
CSDP or broker for action;
2. Certificated shareholders and own-name dematerialised shareholders
may indicate, by the insertion of the relevant number of votes
exercisable by that shareholder in the appropriate box provided on
the form of written consent, how they cast their votes in relation
to the relevant proposed special resolutions. Please return a copy
of the completed and signed written consent to the transfer
secretaries within 20 (twenty) business days of the date of
receipt thereof at any one of the following addresses:
2.1 physical address: Ground Floor, 70 Marshall Street,
Johannesburg 2001;
2.2 postal address: Computershare Investor Services (Proprietary)
Limited, PO Box 61051, Marshalltown 2107; and/or
2.3 fax: +27 11 688 5238.
3. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by means of fax such shareholder
is deemed to have received the documents on the date and at the
time recorded by the fax receiver, unless there is conclusive
evidence that it was delivered on a different date or at a
different time.
4. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by means of electronic mail such
shareholder is deemed to have received the documents on the date
and at the time recorded by the computer used by the sender,
unless there is conclusive evidence that it was delivered on a
different date or at a different time.
5. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by means of registered post such
shareholder is deemed to have received the documents on the 7th
(seventh) day following the day on which the notice or document
was posted as recorded by a post office, unless there is
conclusive evidence that it was delivered on a different day.
6. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by hand, in the case of a natural
person or in the case of a company or body corporate, by hand to a
responsible employee, at its registered office or its principal
place of business within the Republic of South Africa, then such
shareholder is deemed to have received the documents on the date
and at the time recorded on the receipt for delivery, unless there
is conclusive evidence that it was delivered on a different date
or at a different time.
The directors of the company have resolved that the record date for
determining which shareholders are entitled to vote on the proposed
special resolutions in terms of the written consent, shall be 24
October 2011, being the 7th (seventh) day following the date on which
the shareholder letter was posted by registered post to shareholders of
the company.
18 October 2011
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 18/10/2011 09:00:02 Produced by the JSE SENS Department.
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