| Thu 2 Apr 2015, 16:30 | | GIJIMA GROUP LIMITED - Results of General meeting |
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GIJ 201504020047A
Results of General meeting
Gijima Group Limited
(Registration number 1998/021790/06)
Incorporated in the Republic of South Africa
Share code: GIJ ISIN: ZAE000198826
(“Gijima”)
RESULTS OF GENERAL MEETING
1. INTRODUCTION
The shareholders of Gijima (“Gijima Shareholders”) are referred to the firm intention
announcement dated 17 February 2015 as well as the circular issued to Gijima
Shareholders on 5 March 2015 (“Circular”) regarding the offer by Yebo Guma
Investments Proprietary Limited (“Guma”) to acquire all of the remaining ordinary
shares in Gijima, which excludes treasury shares and shares held by Guma, Guma
Tech Proprietary Limited, Guma Tech Group Proprietary Limited, Guma Support
Proprietary Limited, Guma Investment Holdings Proprietary Limited, and Guma ICT
Proprietary Limited (“Guma Entities”), by way of a scheme of arrangement (“Scheme”)
in terms of section 114 of the Companies Act 71 of 2008, as amended (“Companies
Act”).
2. RESULTS OF THE GENERAL MEETING
Gijima Shareholders are advised that at the general meeting held today, 2 April 2015
at 14h00 (“General Meeting”), both resolutions to give effect to the Scheme as set out
in the notice convening the General Meeting incorporated in the Circular, were duly
approved by the requisite majority of votes as follows:
- Total number of issued ordinary shares as at the date of the General Meeting: 59
920 893
- Total number of issued ordinary shares that could have been voted at the General
Meeting (which excludes treasury shares, shares held by the Guma Entities and
shares held directly by Mr R M Gumede): 6 925 888
- Total number of issued ordinary shares that were voted in person or by proxy at
the General Meeting: 3 502 290 (which represents 5.84% of the total issued
ordinary shares and 50.57% of the total number of issued ordinary shares that
could have been voted)
Votes for Votes against Abstentions
(% of shares (% of shares (% of total shares)
voted) voted)
Special Resolution 3 392 262 21 292 88 736
(Approval of the Scheme) (99.38%) (0.62%) (0.15%)
Ordinary Resolution 3 392 262 21 292 88 736
(Authority to act) (99.38%) (0.62%) (0.15%)
3. CONDITIONS PRECEDENT AND FURTHER ANNOUNCEMENT
Notwithstanding the approval of the resolutions referred to in paragraph 2 above, the
implementation of the Scheme remains subject to the provisions of section 115 (3)(b)
of the Companies Act as well as the fulfilment or waiver of certain other conditions as
contained in the Circular. A finalisation announcement in this regard will be made on or
about Wednesday, 22 April 2015.
Johannesburg
2 April 2015
Corporate Advisor and Transaction Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Advisor to Gijima
Webber Wentzel
Legal Advisor to Guma
Brian Kahn Inc
Independent Financial Expert
Grant Thornton Advisory Services Proprietary Limited
Corporate Advisor to Guma
Guma Capital Proprietary Limited
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