Pinnacle Holdings Limited
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000184149
('the Company' or 'Pinnacle' or 'the Group')
RESULTS OF PINNACLE ANNUAL GENERAL MEETING ('AGM' or 'PINNACLE AGM')
Shareholders are advised that all the ordinary and special resolutions, including the resolutions relating to the Specific Repurchase Tranche 1 and the Name Change, details of which were included in the announcement published by the Company on 30 September 2016, tabled at the AGM of Pinnacle held on Friday, 25 November 2016 were passed by the requisite majority of shareholders, with the exception of special resolution 2 and ordinary resolutions 6 and 7 which failed.
In this regard and in accordance with paragraph 3.91 of the JSE Limited ('JSE') Listings Requirements, the detailed voting results of the Pinnacle AGM are set out below:
- Total number of Pinnacle shares that could have been voted at the AGM: 166 732 571
- Total number of Pinnacle shares that were present/represented at the AGM: 92 948 219 being 56% of the total number of Pinnacle shares that could have been voted at the AGM
RESOLUTIONS | SHARES VOTED EXCLUDING ABSTENTIONS | NUMBER OF VOTES (ONE PER SHARE) | ABSTAINED AS A PERCENTAGE OF VOTABLE SHARES | |
IN FAVOUR OF | AGAINST | |||
Special resolutions | ||||
1. Issue of a general authority for the Company to repurchase its own shares | 92 783 822 | 92 737 786 | 46 036 | 164 397 |
Percentage | 99.95% | 0.05% | 0.10% | |
2. Issue of a general authority to provide financial assistance in terms of section 44 of the Companies Act | 92 823 588 | 44 283 683 | 48 539 905 | 124 631 |
Percentage | 47.71% | 52.29% | 0.08% | |
3.Issue of a general authority to provide financial assistance to any of its subsidiaries | 92 832 178 | 92 831 680 | 498 | 116 041 |
Percentage | 100.00% | 0.00% | 0.07% | |
4. Issue of a specific authority to repurchase ordinary shares from Pinnacle Treasury Services (Pty) Ltd | 92 831 640 | 92 815 040 | 16 600 | 116 579 |
Percentage | 99.98% | 0.02% | 0.07% | |
5. Approval to change the Company's name from Pinnacle Holdings Limited to Alviva Holdings Limited | 92 832 138 | 92 816 898 | 15 240 | 116 081 |
Percentage | 99.98% | 0.02% | 0.07% | |
6. Approval of the fee structure to be paid to non-executive directors | 92 824 808 | 92 817 808 | 7 000 | 123 411 |
Percentage | 99.99% | 0.01% | 0.07% | |
7. Adoption of a new share plan | 92 825 508 | 91 636 911 | 1 188 597 | 122 711 |
Percentage | 98.72% | 1.28% | 0.07% | |
Ordinary resolutions | ||||
1. Re-appointment of retiringdirectors | ||||
1.1 Re-appointment of Mr A Tugendhaft as a non-executive director | 92 829 080 | 74 140 953 | 18 688 127 | 119 139 |
Percentage | 79.87% | 20.13% | 0.07% | |
1.2 Re-appointment of Ms N Medupe as an independent non-executive director | 92 829 080 | 92 829 080 | - | 119 139 |
Percentage | 100.00% | 0.00% | 0.07% | |
2. Appointment of the Audit and Risk Committee members | ||||
2.1 Ms N Medupe - Chairperson | 92 829 080 | 92 828 680 | 400 | 119 139 |
Percentage | 100.00% | 0.00% | 0.07% | |
2.2 Ms SH Chaba - Member | 92 829 080 | 92 828 680 | 400 | 119 139 |
Percentage | 100.00% | 0.00% | 0.07% | |
2.3 Mr B Sibiya - Member | 92 829 080 | 92 826 680 | 2 400 | 119 139 |
Percentage | 100.00% | 0.00% | 0.07% | |
3. Approval to re- appoint Sizwe Ntsaluba Gobodo Incorporated and Mr A Philippou as auditors | 92 829 780 | 92 829 780 | - | 118 439 |
Percentage | 100.00% | 0.00% | 0.07% | |
4. Endorsement of the Company's Remuneration Policy and its implementation | 92 823 608 | 91 441 347 | 1 382 261 | 124 611 |
Percentage | 98.51% | 1.49% | 0.07% | |
5. Authorisation of the directors to implement the special and ordinary resolutions | 92 830 480 | 92 801 542 | 28 938 | 117 739 |
Percentage | 99.97% | 0.03% | 0.07% | |
6. General authorisation to place unissued shares under the control of the directors | 92 830 040 | 38 558 337 | 54 271 703 | 118 179 |
Percentage | 41.54% | 58.46% | 0.07% | |
7. General authorisation to issue shares for cash | 92 825 568 | 42 699 217 | 50 126 351 | 122 651 |
Percentage | 46.00% | 54.00% | 0.07% |
The special resolutions, including thechange of Company's name to Alviva Holdings Limited will be submitted to the Companies and Intellectual Property Commission ('CIPC') in due course for filing or registration where applicable.The finalisation date announcement, including the final salient dates and times, in respect of the change of name of the Company will be published once proof of registration of the relevant special resolution has been obtained from CIPC.
IMPLEMENTATION OF THE SPECIFIC REPURCHASE TRANCHE 1
Pursuant to the approval of the Specific Repurchase Tranche 1 at the Pinnacle AGM, the board of directors of Pinnacle will now proceed with the implementation of same on Wednesday, 30 November 2016, following which an application will be submitted to the JSE to de-list the treasury shares repurchased in terms of the Specific Repurchase Tranche 1 on or about Friday, 02 December 2016.
Midrand
25 November 2016
SPONSOR:
Deloitte & Touche Sponsor Services (Pty) Ltd
CORPORATE AND TRANSACTION ADVISOR:
Pallidus Capital Proprietary Limited
Pinnacle Technology Holdings Limited published this content on 25 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 December 2016 06:53:01 UTC.
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