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PUTPROP LIMITED - Results of General Meeting - Odd-Lot Offer

Release Date: 28/05/2024 16:45
Code(s): PPR     PDF:  
Wrap Text
Results of General Meeting - Odd-Lot Offer

PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1988/001085/06)
Share code: PPR ISIN: ZAE000072310
('Putprop' or 'the Company' or 'the Group')

RESULTS OF GENERAL MEETING – ODD-LOT OFFER

1.    Introduction
1.1   Shareholders are referred to the announcement released on SENS on Monday, 26 April 2024 wherein
      shareholders were advised that the Company has decided to proceed with the implementation of
      an Odd-Lot Offer to all ordinary shareholders that hold less than 100 (one hundred) ordinary shares
      ('Odd-Lot Holders') of no par value ('Odd-Lot Holdings') in the Company. In terms of the Odd-Lot
      Offer, Putprop will, subject to shareholder approval, repurchase the Odd-Lot Holdings from the Odd-
      Lot Holders at a 5% premium to the 30-day volume weighted average price of a Putprop Share at
      the close of business on Monday, 3 June 2024 ('Odd-Lot Offer').

1.2   Shareholders were further advised that a circular detailing the proposed Odd-Lot Offer ('Circular')
      distributed to Shareholders on Monday, 26 April 2024, which Circular incorporated a notice
      convening a General Meeting of shareholders ('General Meeting') for the purpose of considering
      and, if deemed fit, passing, with or without modification, the resolutions contained therein.

1.3   Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
      bear the meanings ascribed thereto in the Circular.

2.    Results of General Meeting
2.1   Shareholders are hereby advised that the General Meeting of the Company was held at 10:00
      today, 28 May 2024 and that all of the resolutions were passed by the requisite majorities of the
      Company's shareholders.

2.3   Details of the results of the voting at the General Meeting are as follows:

                                                                                             Abstain             Total
                                                                          Against        (% of total       number of
                                                               For    (% of total             issued        votes cast
                                                       (% of total          votes              share        (excluding
       Resolution                                       votes cast)          cast)           capital)      abstentions)
       SPECIAL    RESOLUTION      NUMBER     1:         33 910 745              -                  -        33 910 745
       Amendment to the Memorandum of                      100%                0%                  0%          79.96%
       Incorporation
       SPECIAL RESOLUTION NUMBER 2:                     33 910 745             -                   -        33 910 745
       Specific Authority to Repurchase Shares             100%                0%                  0%          79.96%
       from Odd-Lot Holders
       ORDINARY RESOLUTION NUMBER 1:                    33 910 745             -                   -        33 910 745
       Authority to make and Implement the                 100%                0%                  0%          79.96%
       Odd-Lot     Offer,     specifically the
       Repurchase of the Odd-Lot Holdings
       from the Odd-Lot Holders who do not
       make an election
       ORDINARY RESOLUTION NUMBER 2:                    33 910 745             -                   -       33 910 745
       Authority of Directors and/or the                   100%                0%                  0%         79.96%
       Company Secretary
     
      Notes:
      1. The total number of ordinary shares in issue and votable as at the date of the General Meeting
          was 42 409 181 Shares, of which 33 910 745 shares (79.96%) were present and voting at the
          meeting.
3.    Salient Dates and Times
      Putprop Shareholders are reminded of the following salient dates and times in relation to the Odd-
      Lot Offer:

      Odd-Lot Offer opens at 09h00                                                     Thursday, 30 May
      Finalisation announcement (including the Odd-Lot Offer Price)                     Tuesday, 4 June
      in respect of Odd-Lot Offer by 11h00
      Last day to trade to participate in the Odd-lot Offer                            Tuesday, 18 June
      Shares commence trading ex Odd-Lot Offer                                       Wednesday, 19 June
      Forms of Election and Surrender (pink) to be received by the                      Friday, 21 June
      Transfer Secretaries by 12h00
      Odd-lot Offer closes at 12h00                                                     Friday, 21 June
      Record Date for the Odd-Lot Offer                                                 Friday, 21 June
      Dematerialised Odd-Lot Holders who have accepted the                              Monday, 24 June
      Odd-Lot Offer or who have made no election will have their
      accounts at their CSDP or Broker credited with the Odd-Lot
      Consideration
      Results of Odd-Lot Offer released on SENS                                         Monday, 24 June
      Payment of Odd-Lot Offer Consideration to Certificated Odd-                       Monday, 24 June
      Lot Holders who have accepted the Odd-Lot Offer or who
      have made no election
      Results of the Odd-Lot Offer published in the South African                      Tuesday, 25 June
      press on or about
      Delisting and cancellation of Putprop Shares repurchased in                      Tuesday, 25 June
      terms of the Odd-Lot Offer on or about

      Notes:
      1. All times referred to in this Circular are local times in South Africa and are subject to change.
      2. Any variation of the above dates and times will be approved by the JSE and released on SENS.
      3. Odd-lot Offer:
         3.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or
             CSDP of their election by the cut off time stipulated by their Broker or CSDP. This will be
             before the Closing Date of the Odd-lot Offer.
         3.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for
             the Odd-lot Consideration, payment will be made on Monday, 24 June 2024 by EFT into
             the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on
             the Form of Election and Surrender (pink).
         3.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have
             never resided in the Common Monetary Area, whose registered address is outside the
             Common Monetary Area and whose Documents of Title have been restrictively endorsed
             under the Exchange Control Regulations, and who decide to sell their Odd-lot Holdings
             for the Odd-lot Consideration, are referred to paragraph 3.9 of this Circular regarding
             processing and payment of the Odd-lot Consideration.
         3.4 Those Odd-lot Holders who do not make an election or do not return their Form of Election
             and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed
             to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of
             their Odd-lot Holdings to Putprop at the Odd-lot Offer Price and to receive the Odd-lot
             Consideration.
         3.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to
             trade to participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both
             days inclusive.

Johannesburg
28 May 2024

Transaction Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 28-05-2024 04:45:00
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