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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
EXTRACT OF THE SECTION 164 OF THE COMPANIES ACT
164. Dissenting shareholders appraisal rights
(1) This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was
approved by shareholders of a company, in terms of section 152.
(2) If a company has given notice to shareholders of a meeting to consider adopting a resolution to:
(a)
amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in
any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or
(b) enter into a transaction contemplated in sections 112, 113, or 114,
That notice must include a statement informing shareholders of their rights under this section.
(3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written
notice objecting to the resolution.
(4) Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the
resolution has been adopted to each shareholder who:
(a)
gave the company a written notice of objection in terms of subsection (3); and
(b) has neither:
(i)
withdrawn that notice; or
(ii)
voted in support of the resolution.
(5) A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if:
(a)
the shareholder:
(i)
sent the company a notice of objection, subject to subsection (6); and
(ii)
in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and
adversely affected by the amendment;
(b) the company has adopted the resolution contemplated in subsection (2); and
(c)
the shareholder-
(i)
voted against that resolution; and
(ii)
has complied with all of the procedural requirements of this section.
(6) The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that
notice a statement of the shareholders rights under this section.
(7) A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a
written notice to the company within:
(a)
20 business days after receiving a notice under subsection (4); or
(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been
adopted.
(8) A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state:
(a)
the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder seeks payment; and
(c)
a demand for payment of the fair value of those shares.
(9) A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be
paid their fair value, unless:
(a)
the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the
company to lapse, as contemplated in subsection (12)(b);
(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or
(c)
the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under
this section.
(10) If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without
interruption.
NOTES TO COMPLETION OF FORM OF PROXY
CONTINUED