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Results of General Meeting - Odd-Lot Offer
SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code on the JSE and A2X: SYG
ISIN: ZAE000208815
General Segment
("Sygnia" or the "Company")
RESULTS OF GENERAL MEETING – ODD-LOT OFFER
1. Introduction
1.1 Sygnia shareholders ("Shareholders") are referred to the announcement released on SENS on Friday, 31 January
2025, wherein they were advised that the Company proposes to make an Odd-Lot Offer to all ordinary shareholders
holding less than 100 (one hundred) ordinary shares ("Odd-Lot Holders") of no par value in the Company ("Odd-Lot
Holdings"). In terms of the Odd-Lot Offer, Sygnia would, subject to shareholders' approval, repurchase the Odd-Lot
Holdings from the Odd- Lot Holders at the 30-day volume weighted average price of a Sygnia share at the close of
business on Friday, 7 March 2025 ("Odd-Lot Offer").
1.2 Shareholders were further advised of a circular detailing the proposed Odd-Lot Offer ("Circular") distributed to
Shareholders on Friday, 31 January 2025, 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, 3 March 2025
and that all of the resolutions were passed by the requisite majority of the Company's shareholders.
2.2 Details of the results of the voting at the General Meeting are as follows:
Total issued number of ordinary shares: 152 377 489
Number of ordinary shares represented at the General Meeting: 99 712 002
Percentage of ordinary shares represented at the General Meeting: 65%
Resolution Number of Percentage of For** Against** Abstained*
shares voted shares voted*
Special Resolution no. 1:
Specific authority to repurchase 99 696 202 65.43% 99.98% 0.02% 0.01%
shares from Odd-lot Holders
Ordinary Resolution no. 1:
Authority to make and implement the 99 696 202 65.43% 99.98% 0.02% 0.01%
Odd-lot Offer, specifically the
repurchase of the Odd-lot Holdings
from the Odd-lot Holders who do not
make an election
Ordinary Resolution no. 2: 99 687 275 65.42% 99.99% 0.01% 0.02%
Authority of Directors and/or
Company Secretary to take all such
actions necessary to implement the
Odd-lot Offer, Special resolution no.1
and Ordinary resolution no.1
*Based on 152 377 489 shares in issue as at the date of the General Meeting
**Based on the total number of shares voted at the General Meeting
3. Salient Dates and Times
Sygnia Shareholders are reminded of the following salient dates and times in relation to the Odd-Lot Offer:
2025
If the Resolution relating to the Odd-Lot Offer is passed, Odd-Lot Offer opens Tuesday, 4 March
at 09:00
Finalisation announcement (including the Odd-Lot Offer Price) in respect of Odd-Lot Offer Monday, 10 March
by 11:00
Last day to trade to participate in the Odd-Lot Offer Monday, 17 March
Shares commence trading ex Odd-Lot Offer Tuesday, 18 March
Odd-Lot Offer closes at 12:00 Thursday, 20 March
Record Date for the Odd-Lot Offer Thursday, 20 March
Dematerialised Odd-lot Holders who have accepted the Odd-Lot Offer or Monday, 24 March
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 March
Delisting and cancellation of Sygnia Shares repurchased in terms of the Wednesday, 26 March
Odd-Lot Offer on or about
Notes:
1. All times referred to in this announcement 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 by Monday, 24 March 2025 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 (grey).
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 the Circular regarding processing and payment of the Odd-lot Consideration.
3.4 Those Odd-lot Holders who do not make an election 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 Sygnia 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.
Cape Town
3 March 2025
Sponsor:
The Standard Bank of South Africa Limited
Date: 03-03-2025 04:17:00
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