Results of Extraordinary General Meeting - Sept 2017

Shareholders are referred to the announcement released on SENS and the Luxembourg Stock Exchange (“LuxSE”) website on 24 August 2017, wherein shareholders were advised that IHL had posted a circular (“the circular”) to shareholders relating to a scheme of arrangement in terms of section 179A of the BVI Business Companies Act, 2004, as amended (“the scheme”), proposed by Redefine International P.L.C. (“Redefine International”) between IHL and all its shareholders other than (i) Redefine Share Investments Limited, (ii) Redefine Properties Limited and (iii) Southern Sun Africa Limited (collectively the “scheme members”) pursuant to which, on implementation of the scheme (and subject to the scheme becoming unconditional in accordance with its terms):

  • Redefine International will acquire all the shares in the Company held by the scheme members in consideration for the delivery to scheme members of 2.5 Redefine International shares for every 1 share in the Company held by the scheme members; and
  • the listing and admission to trading of the Company’s shares on both the Johannesburg Stock Exchange (“JSE”) and the Euro MTF market of the LuxSE would be terminated (“the delisting”).

Shareholders are advised that at the extraordinary general meeting held on Friday, 15 September 2017 (the “EGM”), all the resolutions required to approve the scheme and the delisting were passed by the requisite majority of shareholders.

Shareholders are referred to the notice of the EGM attached to the circular for details of the resolutions referred to below. Unless otherwise defined, words defined in the circular bear the same meaning in this announcement.

Details of the results of EGM are as follows:

  • total number of IHL shares that could have been voted at the EGM was as follows -
    • General shareholder resolution: 56,000,000; and
    • Special resolution: 16,429,687.
  • total number of IHL shares that were present/represented at the EGM for the General shareholder resolution: 54 588 867 (being 97.5% of the IHL shares that could have been voted at the EGM)
  • total number of IHL shares that were present/represented at the EGM for the Special resolution: 15 018 554 (being 91.4% of the IHL shares that could have been voted at the EGM)

The results of voting by all shareholders on the resolutions, which can be found in the notice of EGM attached to the circular, were as follows:-

Resolution For % Against % Withheld*
1. General shareholder resolution 54 247 908 99.4 340 609 0.6 350
2. Special resolution – scheme of arrangement 14 677 595 97.7 340 609 2.3 350

*It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.


Shareholders are advised that the implementation of the scheme is subject to the scheme being approved by the Court pursuant to section 179A of the BVI Companies Act, 2004 (the “Companies Act”) and such Court Order being filed with the Registrar in compliance with the requirements of the Companies Act (the “condition precedent”).


The Company’s total issued share capital as at 15 September 2017 is 56,000,000 ordinary shares of GBP 0.001 pence each.

Subject to the fulfilment of the condition precedent, the scheme will be implemented in accordance with the salient dates and times set out below:

  2017
Court hearing to approve the scheme Thursday, 12 October
Register Court Order with Registrar Friday, 13 October
IF THE SCHEME IS SANCTIONED AND IMPLEMENTED:  
Finalisation date announcement expected to be released on SENS and the LuxSE website on Monday, 16 October
Last day to trade in order to participate in the scheme consideration Tuesday, 24 October
Suspension of listing and admission to trading of Company’s shares on JSE and the Euro MTF market of the LuxSE at commencement of trading Wednesday, 25 October
Record date on which scheme participants must be recorded in the register to receive the scheme consideration, by close of trading on (scheme participants record date) Friday, 27 October
Operative date of the scheme at the commencement of trading Monday, 30 October
Scheme consideration posted to certificated scheme participants (if documents of title are received on or prior to the record date) on or about Monday, 30 October
Holders of dematerialised shares should have their accounts (held at their CSDP or broker) updated to reflect scheme consideration on Monday, 30 October
Termination of listing and admission to trading of IHL shares on both JSE and the Euro MTF market of the LuxSE at the commencement of trading Tuesday, 31 October