Ellies Holdings Limited (JSE:ELI) News - Distribution Of Circular And Notice Of General Meeting

ELLIES HOLDINGS LIMITED
(Incorporated in the Republic of South Af rica)
(Registration number: 2007/007084/06)
JSE share code: ELI ISIN: ZAE000103081
("Ellies" or the "Company")

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1. Distribution of Circular

   Ellies shareholders (“Shareholders”) are ref erred to the announcement released on the Stock Exchange
   News Service (“SENS”) on 6 July 2021, in which they were advised that Ellies has entered into an
   agreement with Imvula Education Empowerment Fund Trust (“Imvula”), a Broad-Based Black Economic
   Empowerment partner, in terms of which Ellies will issue and Imvula will subscribe f or 185 242 070 new
   ordinary shares of no par value (“Subscription Shares”) to Imvula, subject to the f ulf ilment of the
   remaining conditions precedent as set out in the Circular (as def ined in the paragraph below) to
   Shareholders. The Subscription Shares will be issued at an issue price per ordinary share of 10 cents
   per share f or a total cash consideration of R18 524 207,00.

   The regulatory approvals required f rom the JSE Limited f or the Circular have been obtained.
   Shareholders are now advised that the Circular, incorporating the notice of General Meeting and f orm of
   proxy (“Circular”) has been distributed to Shareholders today, Tuesday, 10 August 2021.

   Capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto
   in the Circular.

   Shareholders are advised to obtain a copy of the Circular as f ollows:
       • by accessing an electronic copy of the Circular on the Company’s website, available at
          www.elliesholdings.co.za; or
       • by contacting the Company Secretary, at roxanne@acorim.co.za to request an electronic copy
          of the Circular or to make reasonable alternative arrangements to obtain a copy.

2. Notice of General Meeting

   Notice is hereby given that the General Meeting of Shareholders will be held on Wednesday,
   8 September 2021, commencing at 11:00 entirely by electronic communication, in order to consider
   and, if deemed f it, to pass the resolutions necessary to give ef f ect to the proposed trans ac t io ns as s et
   out in the Circular.

   Electronic participation

   Given the risks arising f rom the COVID-19 pandemic, the General Meeting, convened in terms of the
   Notice of General Meeting, will be held entirely by electronic communication, as permitted by the JSE,
   the provisions of the Companies Act and the Memorandum of Incorporation on Wednesday, 8
   September 2021, commencing at 11:00. A notice convening the General Meeting is attached to and
   f orms part of the Circular.

   The Company has retained the services of the Company Secretary to f acilitate the General Meeting on
   an interactive electronic platf orm, in order to f acilitate remote participation and voting by Shareholders.
   The Company Secretary will also act as scrutineer.

   Shareholders who wish to participate in the General Meeting, including proxy holders, will be required to
   submit the duly completed Electronic Participation Form, which is attached to the Circular, together wit h
   the relevant documents to roxanne@acorim.co.za or Computershare Investor Services (Pty) Ltd at
   proxy@computershare.co.za, as provided f or on the f orm. Shareholders are strongly encouraged to
   complete their verif ication well ahead of time.

   Once your shareholding, identity and authority (if the shareholder is not an individual) have been verif ied
   by Computershare, you will be provided with details on how to join the General Meeting web stream. A
   live voting f unction will not be available, and shareholders will be required to send their duly completed
   voting f orms to Computershare via email bef ore the meeting, or at the close of voting at the latest.
    Shareholders that choose not to participate in the meeting can still submit their proxy f orms as usual.

    The Company Secretary will assist Shareholders with the requirements f or electronic participation in,
    and f or voting at the General Meeting. The Transf er Secretaries is f urther obliged to validate (in
    correspondence with the Company), each such Shareholder’s entitlement to participate in and/or vote at
    the General Meeting, bef ore providing it with the necessary means to access the General Meeting
    and/or the associated voting platf orm. For f urther inf ormation in this regard, p lease see the details
    contained in the Notice of General Meeting.

    While the Company will incur all costs f or the hosting of the General Meeting by way of a remote
    interactive electronic platf orm, Shareholders will be liable f or their own network charges i n relation to
    electronic participation in and/or voting at the General Meeting. Any such charges will not be f or the
    account of the JSE, the Company or the Transf er Secretaries. None of the JSE, the Company, its
    agents and third-party service providers or the Transf er Secretaries can be held accountable in the case
    of loss of network connectivity or other network f ailure due to insuf f icient airtime, internet connectivity,
    internet bandwidth and/or power outages which prevents any such Shareholder f rom participating in
    and/or voting at the General Meeting.

    For f urther inf ormation, please ref er to the details contained in the Notice of General Meeting f orming
    part of the Circular.

3. The salient dates and times, also contained in the Circular, are set out below.

                                                                                                               2021
 Record date f or determining which Shareholders are entitled to receive this                        Friday, 30 July
 Circular and Notice of General Meeting
 Circular and Notice of General Meeting distributed to Shareholders                            Tuesday, 10 August
 Announcement relating to the issue of the Circular and Notice of General                      Tuesday, 10 August
 Meeting released on SENS
 Last day to trade in Ellies Shares in order to be recorded in the Register on the             Tuesday, 24 August
 Voting Record Date
 Voting Record Date                                                                             Friday, 27 August
 Last day to lodge f orms of proxy f or the General Meeting with the Transf er               Monday, 6 September
 Secretaries, by 11:00 (f orms of proxy not lodged with the Transf er Secretaries
 in time may be lodged with the chairperson of the General Meeting or to the
 Transf er Secretaries at the General Meeting, at any time prior to its
 commencement, or prior to voting on any resolutions proposed at the General
 Meeting)
 General Meeting held at 11:00 on                                                        Wednesday, 8 September
 Results of the General Meeting released on SENS                                         Wednesday, 8 September

 Notes:
 1. All times given in this Circular are local times in South Af rica.
 2. All dates and times are subject to change. Any change will be released on SENS and, if required,
 published in the Press.
 3. Ellies Shareholders should note that as transactions in Shares are settled in the electronic settlement
 system used by Strate, settlement of trades takes place three Business Days af ter such trade. Theref ore,
 persons who acquire Ellies Shares af ter Tuesday, 24 August 2021 will not be eligible to vote at the General
 Meeting.

 Johannesburg
 10 August 2021

 Corporate Advisor to Ellies: Khanda Capital Proprietary Limited

 Transaction Sponsor to Ellies: Deloitte & Touche Sponsor Services Proprietary Limited

 Legal Advisor to Ellies: Baker & McKenzie Incorporated

 Joint Transaction Advisor to Imvula: CapitalGate Proprietary Limited
 Joint Transaction Advisor to Imvula: Agilequity Proprietary Limited

Date: 10-08-2021 04:00:00
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