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Results of the Annual General Meeting, Change of Name and B-BBEE Act: Annual Compliance Report

Published: 2021-08-30 13:46:00 ET
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Hosken Passenger Logistics and Rail Limited (JSE:HPR) News - Results of the Annual General Meeting, Change of Name and B-BBEE Act: Annual Compliance Report

HOSKEN PASSENGER LOGISTICS AND RAIL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2015/250356/06
Share code: HPR
ISIN: ZAE000255907
(“HPLR” or the “Company”)



RESULTS OF THE ANNUAL GENERAL MEETING, CHANGE OF NAME AND BROAD-BASED BLACK
ECONOMIC EMPOWERMENT ACT: ANNUAL COMPLIANCE REPORT


Shareholders are hereby advised that at the annual general meeting of the Company held at 09:00
today, Monday, 30 August 2021 at the offices of Hosken Consolidated Investments Limited, Suite 801,
76 Regent Road, Sea Point (“AGM”), all of the resolutions were passed by the requisite majority of the
Company’s shareholders.

Details of the results of the voting at the AGM are as follows:

                                          Votes
                                          against
                                          resolution
                          Votes for       as a                          Number of    Number of
                          resolution as   percentage                    shares       shares
                          a percentage    of total                      voted at     abstained as a
                          of total        number of       Number of     AGM as a     percentage of
                          number of       shares          shares        percentage   total issued
Resolutions proposed      shares voted    voted at        voted at      of votable   exercisable
at the AGM                at AGM          AGM             AGM           shares       shares
Ordinary resolution
number 1:
Retirement and re-
election of directors
1.1 Mr TG Govender
                                99.98%           0.02%    261 648 384       90.22%             0.00%

1.2 Ms RD Watson
                               100.00%           0.00%    261 648 384       90.22%             0.00%

Ordinary resolution
number 2:
Re-appointment of              100.00%           0.00%    261 648 384       90.22%             0.00%
external auditor: BDO
South Africa
Incorporated
Ordinary resolution
number 3:
Re-appointment of
members of the
Audit and Risk
committee:


31 Mr L Govender
                               100.00%          0.00%    261 648 384         90.22%           0.00%

3.2 Ms NB Jappie
                               100.00%          0.00%    261 648 384         90.22%           0.00%

3.3 Ms RD Watson
                                99.91%          0.09%    261 648 384         90.22%           0.00%

Ordinary resolution
number 4:
Directors’ authority to        100.00%          0.00%    261 648 384         90.22%           0.00%
implement Company
resolutions
Non-binding advisory
vote 1: Non-binding
advisory vote on the            98.79%          1.21%    261 648 384         90.22%           0.00%
Company’s
remuneration policy
Non-binding advisory
vote 2: Non-binding
advisory vote on the
Company’s                      100.00%          0.00%    261 648 384         90.22%           0.00%
implementation
report on the
remuneration policy
Special resolution
number 1:
General authority to
issue ordinary shares,         97.02%           2.98%    261 648 384         90.22%          0.00%
options and
convertible securities
for cash
Special resolution
number 2:
Approval of annual             100.00%           0.00%    261 648 384        90.22%          0.00%
fees to be paid to non-
executive directors
Special resolution
number 3:
General authority to           100.00%           0.00%    261 648 384        90.22%           0.00%
repurchase Company
shares
Special resolution
number 4:
                               100.00%           0.00%    261 648 384        90.22%           0.00%
Change of Company
name
Special resolution
number 5:
Amendment of                   100.00%           0.00%    261 648 384        90.22%           0.00%
Memorandum of
Incorporation

Total number of shares in issue as at the date of the AGM is 290 000 000; total number of shares that
can be exercised at the meeting is 290 000 000.

All the special resolutions will, to the extent necessary, be filed and registered with the Companies and
Intellectual Property Commission (CIPC).

CHANGE OF NAME

Shareholders are referred to the approval of special resolution 4 above regarding the proposed change
of name. Shareholders will be notified once the name change has been registered with CIPC. The
Company will retain history.

The salient dates and times relating to the change of name are set out below:

                                                                                                    2021
Expected release on SENS of the finalisation announcement in respect of
the Change of Name on or before                                                    Monday, 13 September
Expected last date to trade prior to the Change of Name                            Monday, 20 September
Expected termination date for trading under the name of “Hosken
Passenger Logistics and Rail Limited” and commencement of trading under
the new name “Frontier Transport Holdings Limited”, under the JSE share
code “FTH”, ISIN ZAE000300505 from the commencement of trade on                    Tuesday, 21 September

Expected record date for the Change of Name                                       Thursday, 23 September
Expected date that the accounts of dematerialised Shareholders with their
CSDP’s or brokers will be updated with the new name                                Monday, 27 September
Expected date that the new shares certificates will be issued to certificated
Shareholders, posted by registered post, at their risk                             Monday, 27 September
Note:

Shares may not be dematerialised or rematerialised between commencement of trade on Tuesday, 21
September 2021 and the close of trade on Thursday, 23 September 2021.



BROAD-BASED BLACK ECONOMIC EMPOWERMENT ACT (“THE ACT”): ANNUAL COMPLIANCE REPORT

In accordance with paragraph 16.21(g) and Appendix 1 to Section 11 of the JSE Limited Listings
Requirements, notice is hereby given that the Company’s annual BBBEE verification certificate and
annual compliance report in terms of section 13G(2) of the Act have been published and are available on
the Company’s website at www.hplr.co.za.

Cape Town
30 August 2021


Sponsor
Investec Bank Limited

Date: 30-08-2021 03:46:00
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