VERIMARK HOLDINGS LIMITED - Results of the General Meeting

2019-01-17 15:40:00

VMK 201901170043A
Results of the General Meeting

VERIMARK HOLDINGS LIMITED                    K2018535347 (SOUTH AFRICA)
                                             PROPRIETARY LIMITED
(Incorporated in the Republic of South       (Incorporated in the Republic of South Africa)
Africa)
Registration Number: 1998/006957/06          Registration Number: 2018/535347/07
Share Code: VMK                              ('the Offeror')
ISIN: ZAE000068011
('Verimark' or 'the Company')

RESULTS OF THE GENERAL MEETING

Verimark Shareholders ('shareholders') are referred to the joint announcement released on
the Stock Exchange News Service ('SENS') of the JSE Limited ('JSE') by Verimark on
Friday, 23 November 2018 regarding the firm intention of the Offeror to make an offer to
acquire all ordinary shares in Verimark ('Ordinary Shares'), other than any Ordinary Shares
held by Van Straaten Family Trust (registration number: IT3054/996) ('VFT'), its concert
party, Prime Rentals CC (registration number: 1990/009016/23) ('Prime Rentals') and any
subsidiaries of Verimark ('the Scheme') or failing that, followed by a general offer in terms of
section 117(1)(c)(v) of the Companies Act, No 71 of 2008, as amended ('Companies Act')
('the Substitute Offer'), with the Ordinary Shares to be so acquired.

In addition, Verimark shareholders are referred to the joint announcement released on SENS
by Verimark on Tuesday,18 December 2018, whereby shareholders were advised that the
Scheme and Substitute Offer circular, incorporating a notice convening a general meeting of
shareholders had been distributed to shareholders ('circular'). Shareholders were advised of
the proposed de-listing of Verimark from the JSE on the occurrence of the Scheme
becoming operative or the de-listing resolution being approved by the requisite majority of
eligible shareholders at the general meeting and the Substitute Offer becoming unconditional
and being implemented.

Shareholders are hereby advised that the results of the voting at the general meeting of the
Company held today, Thursday, 17 January 2019 at Verimark, 50 Clairwood Avenue,
Hoogland, Ext 55, Randburg, South Africa, 2154 ('GM'), are as follows:


                                         Votes
                       Votes for        against                      Number of      Number of
                      resolution     resolution                       Eligible       Eligible
                            as a           as a                         shares         shares
                      percentage     percentage                       voted at      abstained
                         of total       of total     Number of         GM as a           as a
                       number of      number of       Eligible      percentage     percentage
Resolutions               shares         shares         shares        of total       of total
proposed at the         voted at       voted at       voted at        Eligible       Eligible
GM                            GM             GM             GM          shares         shares

Special resolution
number 1:
Approval of the
Scheme in terms          92.66%           7.34%     12 763 901         43.26%            0%
of sections 114
and
115 of the
Companies Act

Special resolution
number 2:
Revocation of
special resolution
number 1 if
Scheme
terminates or
lapses                  92.66%           7.34%     12 763 901         43.26%            0%

Ordinary
resolution
number 1:
Delisting of
Verimark shares
from the main
board of the JSE        93.87%          6.13%     12 763 901         43.26%            0%

Note
Total number of voteable Eligible shares in issue as at the date of the GM was 29 508 033.

In accordance with section 115(4) of the Companies Act, neither the Offeror nor parties
acting in concert with it, being K2018535347, VFT and Prime Rentals, were included in
calculating the percentage votes required, determining whether the quorum requirements at
the GM, and were precluded from voting at the GM.

UPDATE REGARDING THE RESULTS OF THE GM AND IMPORTANT DATES AND
TIMES

Shareholders are accordingly advised that all conditions precedent to the Scheme have
been fulfilled without the Company receiving objection notices in terms of section 164(3) of
the Companies Act. As the Scheme has become operative, the Substitute Offer will not be
implemented.

Accordingly, shareholders are referred to the important dates and times set out in the joint
announcement released by Verimark on Tuesday, 18 December 2018 and in the circular
(which is available on Verimark's website www.verimark.co.za), which sets out the remaining
important dates and times relating to the Scheme.

INDEPENDENT BOARD RESPONSIBILITY STATEMENT

The Independent Board of Verimark established to consider the Scheme accepts
responsibility for the information contained in this announcement and, to the best of its
knowledge and belief, confirms that the information is true and this announcement does not
omit anything likely to affect the importance of the information included.

THE OFFEROR RESPONSIBILITY STATEMENT

The Offeror accepts responsibility for the information contained in this announcement and,
to the best of its knowledge and belief, confirms that the information is true and this
announcement does not omit anything likely to affect the importance of the information
included.

Johannesburg
17 January 2019

Joint Transaction Advisor and Transactional Sponsor to Verimark: PSG Capital

Joint Transaction Advisor to Verimark: Khanda Capital

Transaction Advisor to the Offeror and Sponsor to Verimark: Grindrod Bank

Date: 17/01/2019 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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