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Johnnic Holdings Limited - Results of the general meeting
Johnnic Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1889/000429/06)
("Johnnic" or "the Company")
ISIN:ZAE000024352
Code:JNC
RESULTS OF THE GENERAL MEETING AND THE REQUISITION MEETING TO CONSIDER THE
ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF NAFCOC INVESTMENT HOLDING
COMPANY LIMITED ("NAFHOLD") AND APPOINTMENT OF DIRECTORS TO THE BOARD OF
DIRECTORS OF JOHNNIC ("THE BOARD"), RESPECTIVELY
1.PROPOSED TRANSACTION
Shareholders of Johnnic ("shareholders") are referred to the detailed terms
announcement published on SENS on 8 November 2005 and the circular to
shareholders dated 27 November 2005 in which they were advised that Johnnic and
the shareholders of Nafhold had reached agreement in terms of which Johnnic
would acquire the entire issued share capital of Nafhold for a consideration of
R675 million, to be settled in cash and by the issue of shares in Johnnic to the
shareholders of Nafhold ("the proposed transaction").
At a general meeting of shareholders held at 10:00 on Monday, 12 December 2005
at Gallagher Estate, 19 Richards Drive, Midrand, Gauteng ("the general meeting")
shareholders holding 152 041 682 Johnnic shares and representing 91.3% of the
total issued shares of Johnnic voted at the general meeting. The majority of
shareholders present in person or represented by proxy at the general meeting
and holding 54.22% of the total number of votes exercisable by the shareholders
present and voting either in person or represented by proxy, voted against the
proposed resolutions relating to the proposed transaction.
2.REQUISITION MEETING
Shareholders are further referred to Johnnic"s announcement published on SENS
and posted to shareholders on 8 November 2005 in which it was stated that
pursuant to a requisition by Standard Bank Nominees (Transvaal) (Proprietary)
Limited as nominee for Mercanto Investments (Proprietary) Limited (a wholly-
owned subsidiary of Hosken Consolidated Investments Limited), which is a
beneficial holder of more than one-twentieth of the ordinary issued shares in
the capital of Johnnic, notice was given in terms of section 181 of the
Companies Act, 61 of 1973 (as amended), that a general meeting of shareholders
be held at 11:00 (or such later time as the general meeting may be concluded) on
Monday, 12 December 2005 at Gallagher Estate, 19 Richards Drive, Midrand,
Gauteng ("the requisition meeting"), for the purpose of considering and if
thought fit passing, with or without modification, the ordinary resolutions
appointing Messrs Marcel Jonathan Anthony Golding, Velaphi Elias Mphande, John
Anthony Copelyn and Michael Alon Jacobson as directors of Johnnic.
Shareholders holding 152 268 686 Johnnic shares and representing 91.5% of the
total issued shares of Johnnic voted at the requisition meeting. The requisite
majority of shareholders present in person or represented by proxy at the
requisition meeting and holding 53.9% of the total number of votes exercisable
by the shareholders present and voting either in person or represented by proxy,
voted in favour of the proposed resolutions necessary to appoint the above
mentioned persons to the board.
Midrand
12 December 2005
Investment Bank and transaction sponsor to Johnnic
Standard Bank
Legal advisors to Johnnic
Webber Wentzel Bowens
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Date: 12/12/2005 05:36:27 PM Produced by the JSE SENS Department
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