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Results of General Meeting of Workforce Shareholders
WORKFORCE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/018145/06)
Share code: WKF ISIN: ZAE000087847
("Workforce" or "the Company")
FORCE HOLDINGS PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
Registration number 1973/013522/07
("Force Holdings" or "the Offeror")
RESULTS OF GENERAL MEETING OF WORKFORCE SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders are referred to the joint firm intention announcement ("Firm Intention
Announcement") by Workforce and Force Holdings released on the Stock Exchange News Service
of the JSE Limited on Monday, 21 October 2024 relating to Force Holdings' firm intention to make
an offer to acquire, by way of scheme of arrangement ("Scheme") in terms of section 114(1) of the
Companies Act, 2008 (Act 71 of 2008), as amended ("Companies Act"), all of the Workforce Shares
from Shareholders, save for:
1.1.1 111 216 111 Shares already directly held by Force Holdings; and
1.1.2 those Workforce Shares held by the Excluded Shareholders (who are regarded as Concert
Parties), which Shares comprise (i) 65 860 000 Shares owned and/or controlled by Little
Kittens Investments Proprietary Limited; (ii) 42 900 000 Shares owned and/or controlled
by Verbicept Proprietary Limited; (iii) 14 870 000 Shares owned by Pha Phama Africa
Investments Proprietary Limited; and (iv) 2 159 707 held by Workforce Staffing Proprietary
Limited ("Treasury Shares"),
for a cash amount equal to R1.65 (or 165 cents) per Scheme Share; and
1.2 the announcement entitled 'Distribution of Combined Circular and Notice convening a General
Meeting of Workforce Shareholders' released on SENS on Wednesday, 13 November 2024.
Unless expressly defined in this announcement, capitalised terms herein have the meaning ascribed to
them in the Circular.
2. RESULTS OF GENERAL MEETING
2.1 Shareholders are advised that, at the General Meeting held today, Wednesday, 11 December 2024
all the Resolutions, as set out in the Notice of General Meeting, were passed by the requisite
majority of Shareholders.
2.2 Shareholders should note that the implementation of the Scheme is however still subject to the
fulfilment or waiver of certain Scheme Conditions, as set out in paragraph 4.3 of the Circular.
2.3 An announcement will be released on SENS as soon as practicably possible after all of the Scheme
Conditions have been fulfilled or waived, as the case may be.
3. VOTING RESULTS
3.1 The total number of Shares in issue as at the date of the General Meeting is 243 731 343.
3.2 The total number of Shares eligible to vote at the General Meeting on the Resolutions, is 6 725 525.
The Excluded Shares, being 125 789 707 Shares, were precluded from voting.
3.3 With regard to:
3.3.1 Special Resolution Number 1, the total number of Shares voted in person or by proxy
was 2 465 242 representing 36.66% of the total number of Shares that could have been
voted at the General Meeting;
3.3.2 Special Resolution Number 2, the total number of Shares voted in person or by proxy
was 2 465 242 representing 36.66% of the total number of Shares that could have been
voted at the General Meeting; and
3.3.3 Ordinary Resolution Number 1, the total number of Shares voted in person or by proxy
was 2 465 242 representing 36.66% of the total number of Shares that could have been
voted at the General Meeting.
3.4 The Resolutions proposed at the General Meeting, together with the percentage of votes carried
for and against each Resolution, as well as the percentage of Shares in respect of which
Shareholders abstained, are set out below:
% of votes
carried for % of votes
the against the % of Shares
Resolution Resolution Resolution abstained
Special Resolution Number 1: Approval of the
Scheme in terms of sections 114 and 115 of the
Companies Act by Workforce Shareholders 94.19 5.81 0.00
Special Resolution Number 2: Revocation of
Special Resolution Number 1 94.19 5.81 0.00
Ordinary Resolution Number 1: Authority
granted to Directors 94.19 5.81 0.00
4. RESPONSIBILITY STATEMENTS
4.1 The Independent Board (to the extent that the information relates to Workforce) collectively and
individually accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to Workforce is true and this announcement does not omit anything that is likely to affect
the importance of such information.
4.2 The sole director of Force Holdings (to the extent that the information relates to Force Holdings
and the Excluded Shareholders) accepts responsibility for the information contained in this
announcement and certifies that, to the best of his knowledge and belief, the information
contained in this announcement relating to Force Holdings and the Excluded Shareholders is true
and this announcement does not omit anything that is likely to affect the importance of such
information.
Johannesburg
11 December 2024
Corporate Advisor and Transaction Sponsor to Workforce
Merchantec Capital
Legal Advisor to Workforce
Webber Wentzel
Legal Advisor to Force Holdings
ENS
Independent Expert
Nodus
Date: 11-12-2024 03:15:00
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