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Results of General Meeting - Proposed Odd-Lot Offer

Published: 2022-11-29 14:56:22 ET
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Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
Legal Entity Identifier: 378900A8FDADE26AD654
Debt Company Code: BISGL
(“Super Group” or “the Company”)

RESULTS OF GENERAL MEETING - PROPOSED ODD-LOT OFFER

 1. Results of the General Meeting

    Unless otherwise defined, the definitions and interpretations contained in the Circular issued by Super Group on
    Tuesday, 1 November 2022 (“Circular”) apply, mutatis mutandis, to terms used in this announcement.

    On Tuesday, 1 November 2022, Super Group issued a Circular to Super Group Shareholders relating to the
    proposed implementation of an Odd-lot Offer, which will result in the repurchase by the Company of the Odd-lot
    Holdings from the Odd-lot Holders at the Offer Price, being at a 10% premium to the 10-day volume weighted
    average price of a Super Group Share as at the close of business on Friday, 2 December 2022 and to be announced
    on Monday, 5 December 2022.

    At the General Meeting of Super Group Shareholders that was held today Tuesday, 29 November 2022, all
    resolutions were passed by the requisite majority of Super Group Shareholders and the voting results were as
    follows:

                       Resolution                             Number of              As a                For²     Against²        Abstained¹
                                                               ordinary          percentage
                                                                shares           of ordinary
                                                                 voted            shares in
                                                                                    issue¹
     Special resolution number 1 – Specific
     authority to make and implement the                    235 678 159            70.26 %              100.00%    0.00%            0.02%
     Odd-lot Offer and repurchase Shares
     from the Odd-lot Holders
     Ordinary resolution number 1 –
     Authority to make and implement the Odd-               235 678 159            70.26 %              100.00%    0.00%            0.02%
     lot Offer to those who do not make an
     election
     Ordinary resolution number 2 - Authority
     of Directors                                           235 675 359            70.26 %              100.00%    0.00%            0.02%

   Notes:
    1.   Based on 346 481 875 Super Group ordinary shares in issue, net of treasury shares, at the date of the General Meeting.
    2.   In relation to the total number of Super Group ordinary shares voted at the General Meeting.
2. Salient dates and times

   Super Group Shareholders are reminded of the following salient dates and times in relation to the Odd-lot Offer:


                                                                                                                                               2022
   Odd-lot Offer opens at 09:00 on                                                                                        Monday, 5 December
   Publication of the finalisation information (including the Offer Price) on SENS by
   11:00 on                                                                                                               Monday, 5 December
   Last day to trade to participate in the Odd-lot Offer                                                                Tuesday, 20 December
   Super Group Shares trade ex-Odd lot Offer                                                                        Wednesday, 21 December
   Forms of election and surrender to be received by the Transfer Secretaries in
   South Africa by 10:00 on                                                                                                Friday, 23 December
   Record date for the Odd-lot Offer                                                                                       Friday, 23 December
   Odd-lot Offer closes at 12:00 on                                                                                        Friday, 23 December
   Payment of the Cash Consideration to Certificated Odd-lot Holders who have
   accepted the Odd-lot Offer or who have made no election                                                              Tuesday, 27 December
   Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer
   or who have made no election will have their accounts at their CSDP or broker
   credited with the Cash Consideration                                                                                 Tuesday, 27 December
   Results of the Odd-lot Offer released on SENS on                                                                 Wednesday, 28 December
   Delisting of Super Group Shares repurchased in terms of the Odd-lot Offer
   expected on or about                                                                                                    Friday, 30 December

   Notes:

   1.   Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their election by the cut-off time stipulated by
        their CSDP or broker. This will be before the closing date of the Odd-lot Offer.
   2.   In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Cash Consideration, payment will be made by
        electronic funds transfer into the bank accounts of the Odd-lot Holders on Tuesday, 27 December 2022 as provided on the Form of Election
        and Surrender.
   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 Cash Consideration, are referred to paragraph 7 of this
        Circular regarding processing and payment of the Cash Consideration.
   4.   Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer and shall be deemed
        to have agreed to dispose of their Super Group Shares to Super Group and receive the Cash Consideration.
   5.   Shareholders may not dematerialise or rematerialise their Shares after the last day to trade, being Wednesday, 21 December 2022 to Friday,
        23 December 2022, both dates inclusive.


Johannesburg
29 November 2022

Equity Sponsor
Investec Bank Limited

Debt Sponsor
FirstRand Bank Limited, acting through its Rand Merchant Bank division