NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This announcement contains inside information for the
purposes of UK Market Abuse Regulation.
26 February 2025
London
Finance & Investment Group PLC
("Lonfin"
or the "Company")
Proposed
return
of
cash
to
Shareholders
by
means
of
a
Capital
Reduction
Withdrawal of admission to trading on the London Stock
Exchange
Termination
of
listing
on
JSE
Limited
and
Distribution of Circular and Notice
of General
Meeting
The
Board
has,
after
considerable
analysis
and
consideration
decided
that
it
is
in
the
best
interests
of
Shareholders
to
cease
LonFin's
investment
activities
and
to
return
surplus
capital
in
the
Company
to
Shareholders
by
way
of
a
Return
of
Capital.
It
is
proposed that the Return of Capital will result in Shareholders
receiving an estimated 71 pence in
cash for each Ordinary
Share
held
at
the
Capital
Reduction
Record
Date.
A circular
is being sent to Shareholders shortly setting out the background
to, and the reasons for, the proposed Return of Capital, the
withdrawal of admission to trading on the London Stock Exchange and
termination
of
the
listing
on
JSE
Limited
and a notice of a General Meeting at which Resolutions will be
proposed to approve the Proposals which will
be held at Central Court, 25 Southampton Buildings, London WC2A 1AL at 11.00 a.m. on 28 March
2025 (the "Circular").
The
Circular will also contain details of how Shareholders can vote at
the General Meeting.
In
addition, the Circular will be available on the Company's website
at
https://www.city-group.com/london-finance-investment-group-plc/
as well as
submitted to the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The
Circular is being sent to Shareholders given that their approval is
required both for the Return of Capital and for the cancellation of
trading in the Company's Ordinary Shares in accordance with UK
Listing Rule 21.
Extracts
from the Circular are set out at Appendix Two below, with the
Expected Timetable of Events set out at Appendix
One.
Capitalised terms in this announcement have the same meaning as
defined in the Company's Circular as described
above.
The
Independent Directors accept responsibility for the contents of
this announcement.
For
further enquiries:
|
London
Finance & Investment Group PLC
|
Tel:
+44 (0) 20
3709 8740
|
|
Beaumont
Cornish Limited
|
Tel:
+44
(0)
207 628 3396
|
|
Questco
Corporate Advisory PTY Ltd
|
Tel:
+27 (0) 82
786 3537
|
APPENDIX ONEEXPECTED
TIMETABLE
OF
PRINCIPAL
EVENTS:
Each
of
the
date
references
set
out
below
are
to
2025.
Record date for the purpose of determining which SA Shareholders
of Friday,
14
February
the Company are entitled to receive the Circular
Publication and despatch of the Circular Wednesday,
26
February
Publication
and
dispatch
of
the Circular
announced
on
SENS
Wednesday,
26
February
Last day to trade for SA Shareholders to be able to participate and
vote at Thursday,
20
March
the General Meeting
Last day to trade for UK Shareholders to be able to participate and
vote Monday,
24
March
at the General Meeting
Latest
date
for
receipt
of
Forms
of
Proxy
for
the
General
Meeting
at Wednesday,
26
March
11.00
a.m.
(12.00
p.m.
SA
time)
on:
Voting Record Date for the General Meeting at 6.00 p.m. (UK & SA time) Wednesday,
26
March
General
Meeting
at
11.00
a.m.
(12.00
p.m.
SA
time)
on
Friday,
28
March
Result
of
General
Meeting
announced
via
RIS
and
on
SENS Friday,
28
March
Last day to file claim form and witness statements at High
Court Tuesday,
8
April
Directions hearing
at
High
Court
Wednesday,
16
April
Advertisement of Capital Reduction posted in newspaper, as directed
by Tuesday,
22
April
the High Court
Open
court
hearing
at
High
Court Tuesday,
29
April
Announce
Finalisation
information, Capital Reduction Payment amount Tuesday,
29
April
and currency conversion rate on SENS
Last day to trade in the Company's Ordinary Shares on the
London Wednesday,
30
April
Stock Exchange
Suspension of trading of the Company's Ordinary Shares on the
London Thursday,
1
May
Stock Exchange
Cancellation of trading of the Company's Ordinary Shares on the
London Friday,
2
May
Stock Exchange at 8.00 a.m. UK
time
Last day to trade in the Company's Ordinary Shares on the JSE
Limited Friday,
2
May
Register
the
Capital
Reduction
at
Companies
House
UK
Friday
2
May
Capital
Reduction
Record
Date
at
6.00
p.m.
UK
time
Friday,
2
May
Effective Date for
the Capital
Reduction Friday
2
May
Suspension of trading of the Company's Ordinary Shares on the
JSE Monday,
5
May
Limited at 9.00 a.m. SA
time
Capital
Reduction
Record
Date
at
6.00
p.m.
SA
time Wednesday,
7
May
Distributions made to relevant Shareholders under the Return of
Capital Thursday,
8
May
from
the
Effective
Date
with
the
last
date
for
payment
being
Earliest date for termination of listing of the Company's Ordinary
Shares Friday,
9
May
on the JSE Limited
Notes:
(1)
All
of
the
above
timings
refer
to
London
time
unless
otherwise
stated.
(2)
The
dates
and
timing
of
the
events
in
the
above
timetable
and
in
the
rest
of
the Circular
are
indicative
only
and
may
be
subject
to change.
(3)
If
any
of
the
above
times
or
dates
should
change,
the
revised
times
and/or
dates
will
be
notified
by
an
announcement
through
an
RIS and an announcement on SENS.
(4)
Ordinary
Share
certificates
on
the
South
African
register
may
not
be
Dematerialised
or
re-materialised
between
Monday,
5
May
2025
and
Wednesday,
7
May
2025,
both
days
inclusive
and
Ordinary
Shares
may
not
be
transferred
between
the
registers
in London
and
South
Africa
from
Tuesday,
29
April
2025
to
Friday,
2
May
2025.
APPENDIX
TWO
INFORMATION
EXTRACTED FROM PART 1 OF THE CIRCULAR
1.
Introduction
On
5
November
2024,
the
Company
announced
that
its
liquid
investments
had
been
sold
and,
as
at
4
November
2024,
the
Company
had
cash
balances
of
£23,226,000.
Further
information
on
the
Company's
remaining
assets
and
liabilities
are
set
out
below
at
Section
3.
On
18
December
2024,
the
Company's
announced
that
it
proposed
to
cease
the
Company's
investment activities
early
in
the
New
Year
and
to
effect
a
return
of
cash
(the
total
being
net
asset
value,
less
closure costs) of approximately 70p per share to
shareholders.
It is proposed that the Return of Capital be effected by means of a
court approved Capital Reduction.
Accordingly,
the
proposed
Return
of
Capital
will
be
implemented
in
two
stages
with
the
General
Meeting
to
approve the Resolutions followed by an application to the High
Court to approve the reduction in the Company's issued share
capital.
The
Company's
major
shareholder,
Lynchwood
Nominees
Limited
(which
holds
its
Ordinary
Shares
on
behalf
of
Tennyson
Sterling
Investments
Limited
which
is
controlled
by
the
Marshall
Family)
("Tennyson"),
is
fully supportive
of
the
Proposals
but
as
it
is
not
considered
independent
it
has
undertaken
not
to
vote
its
holding
of
12,885,472
Ordinary
Shares
in
the
Company
(41.2
per
cent.
of
the
Company's
issued
ordinary
share
capital)
in
favour
of
the
Resolutions
at
the
General
Meeting.
Both
the
Board
and
Tennyson
consider
it
prudent
to
put
the
Proposals
to
the
independent
shareholders
of
the
Company,
that
is
to
say,
shareholders
excluding
Tennyson
and
Warwick
Marshall,
as
it
is
intended
that
Tennyson
retain
a
vestigial interest
in
shares
in
the
Company
as
explained
below.
Warwick
Marshall
is
a
director
of
Tennyson
and
has
similarly
undertaken
not
to
vote
his
holding
of
288,552
Ordinary
Shares
in
the
Company
(0.9
per
cent.
of the
Company's
issued
Ordinary
Share
capital)
in
favour
of
the
Resolutions
at
the
General
Meeting.
The Company is in receipt of irrevocable undertakings from 5 other
significant shareholders holding in aggregate
6,232,500
Ordinary
Shares
in
the
Company
(19.9
per
cent.
of
the
Company's
issued
ordinary share
capital)
to
vote
their
holdings
in
favour
of
the
Resolutions
at
the
General
Meeting.
LonFin requires that at least 1,000,000 Ordinary Shares of £0.05p
each be retained by Shareholders following
the
Return
of
Capital
in
order
to
meet
the
requirement
that
public
companies
shall
have
issued share capital with a value of at least £50,000 as required
by Section 761 of the Companies Act 2006. Accordingly,
the
Company
has
arranged
that
Tennyson,
conditional
on
the
approval
of
the
Proposals
by shareholders at the General Meeting, has committed by way of an
irrevocable undertaking to retain
1,000,000
Ordinary
Shares
(the
"Retained
Shares")
in
order
to
meet
this
requirement
of
the
Companies
Act. Following
completion
of
the
Return
of
Capital,
Tennyson
will
own
100
per
cent.
of
the
issued
Ordinary
Share
capital of the Company.
The
purpose
of
this
arrangement
is
solely
to
facilitate
the
orderly
winding
up
of
the
Company
following
the
Return
of
Capital
and
Tennyson
will
not
benefit
in
any
way
from
this
arrangement.
2.
Return
of
Capital2.1
Background to
and
Reasons
for the
Return
of
Capital
The Company has not been consistently fulfilling its objective to
generate value for Shareholders over the
medium
to
long
term.
The
Directors
have
considered
alternative
means
to
achieve
the
Company's
strategic objective but have concluded after considerable analysis
that in the current regulatory environment the Company
is:
·
too
small
to
meet
the
strategic
objective
while
bearing
the
high,
and
ever
increasing,
overhead costs associated with being a listed company,
·
unable
to
raise
additional
share
capital
without
significantly
diluting
the
interests
of
Shareholders,
·
not
an
attractive
acquisition
target
for
other
companies
because
of
its
long
trading
history;
and
·
not
an
attractive
reverse
takeover
target
because
of
its
long
trading
history
and
requests
from major shareholders for an exit.
The
Directors
are
therefore
proposing
to
return
surplus
capital
to
Shareholders
by
means
of
a
Capital
Reduction.
Following
approval
by
the
High
Court,
shareholders
will
be
advised
in
RNS
and
SENS announcements
of
the
amount
to
be
returned
per
share.
However,
based
on
information
currently available,
the
Directors
estimate
this
at
71p
per
share,
which
represents
an
increase
of: 16
per
cent.
to
the
closing
middle-market
price
of
61p
per
share
on
17
December
2024
being
the
Business
Day prior to the Company's announcement that it would be proposing
a return of capital to
shareholders
2.2
Structure
and
Conditions
of
the
proposed
Return
of
Capital
By
undertaking
the
Capital
Reduction,
the
Company
will
simultaneously
return
capital
to
Shareholders
and
reduce
the
number
of
Ordinary
Shares
in
issue.
A
company
must,
as
a
matter
of
company
law,
treat
all
members
of
the
same
class
of
shares
in
the
same manner when undertaking a capital reduction. In order to
ensure that all Shareholders are treated
the
same,
it
is
the
view
of
the
Independent
Directors
that
all
Ordinary
Shares,
except
for
the
Retained
Shares,
are
cancelled
and
a
cash
payment
is
made
to
Shareholders
based
on
the
number
of
Ordinary
Shares
held
with
the
Company's
share
capital
being
reduced
commensurately.
The
Retained
Shares
need
to
remain
in
existence
so
that
the
Company
can
continue
to
meet
the
requirement
of
the
Companies
Act that
public
companies
have
an
issued
share
capital
of
at
least
£50,000.
The
Capital
Reduction
is
structured
as
a
cancellation
and
repayment
of
all
Ordinary
Shares
other
than
the
Retained
Shares.
It
is
the
Company's
intention
to
undertake
the
Capital
Reduction
via
the
court approval procedure pursuant to sections 645 to 649 of the
Companies Act.
2.3
Shareholders
resident
in
South
Africa
2.3.1
The
Return
of Capital
Payment
Should the Capital Reduction be approved and implemented, the
Company will fund Computershare
SA
within
7
days
of
the
Effective
Date
of
the
Capital
Reduction
with
sufficient funds
representing
the
Return
of
Capital
Payment
to
be
paid
to
Shareholders
who
hold
their Ordinary
Shares
on
the
JSE.
On
completion
of
the
Return
of
Capital,
Computershare
SA
will credit
the
accounts
of
the
CSDPsvia
Strate
for
the
benefit
of
the
Shareholders
who
hold
their
Ordinary
Shares
on
the
JSE.
The
CSDPs
will
distribute
the
Return
of
Capital
Payment
to
such Shareholders
in
accordance
with
the
terms
of
their
respective
mandates,
and
net
of
applicable
withholding taxes, if any.
Any
funds
made
available
by
Computershare
SA
to
a
Certificated
Shareholder
that
have
not
been
claimed
on
or
prior
to
the
third
anniversary
of
the
Effective
Date
will
be
cancelled
and
will
cease to represent any claim or interest of any kind or nature
against the Company or Computershare SA and all funds then on
deposit with Computershare SA in respect of the Return of Capital
will be returned to the Company.
2.3.2
South
African
Exchange
Control
Provisions
The Return of Capital Payment made by the Company to Shareholders
holding Ordinary Shares
on
the
South
African
branch
of
the
Register
of
Members
of
the
Company
in
terms
of
the
Return
of Capital may be subject to South African Exchange Control
Regulations. South African
Exchange
Control
Regulations
regulate
the
flow
of
capital
into
and
out
of
South
Africa.
Currency and
shares
are
not
freely
transferable
from
South
Africa
to
any
jurisdiction
outside
the
Common
Monetary Area (encompassing Lesotho, Namibia, Eswatini and South Africa). Such transfers
must
comply
with
the
South
African
Exchange
Control
Regulations.
If
you
are
in
any
doubt
as to what action you should take, you should consult with your
broker, banker, legal advisor, accountant
or
other
professional
advisor
immediately.
2.3.3
South
African
Taxation
Considerations
The Company is not providing tax advice. South African Shareholders
should consult their own
tax
and/or
accounting
advisors
regarding
the
South
African
taxation
implications
of
the
Return
of
Capital
Payment
to
be
received
by
such
Shareholders
pursuant
to
successful
implementation
of the Return of Capital.
3.
Information
on
the
Company
Prior
to
the
announcement
of
the
Proposals,
the
Company
had,
as
at
31
December
2024,
the
following
net assets:
31
December
2024
Current
Assets £'000
Cash
and
cash
equivalents 22,401
Trade,
other
receivables and
accrued interest 201
------------
22,602
------------
Current
Liabilities 251
------------
Net
Assets 22,351
------------------------
Note:
Figures
above
have
been
extracted
from
unaudited
interim
accounts
to
31
December
2024
At
Friday,
21
February
2025
(the
latest
practical
date
prior
to
the
issue
ofthe
Circular),
the
Company had, cash and cash equivalents of c. £22,682,000 and tax
payable, sundry creditors and accruals of approximately
£315,000.
The
Company
has
31,287,479
Ordinary
Shares
in
issue
(31,207,479
of
which
were
admitted
to
trading
on
the
LSE
and
listed
on
the
JSE
and
80,000
of
which
are
not
listed
on
either
exchange),
and
has
estimated net
assets
per
share
of
approximately
71p.
The
final
amount
of
the
Return
of
Capital
will
be
announced
in due course.
Following
completion
of the
Return of
Capital
Following completion of the Proposals, the Board intends to
undertake an orderly winding up of the
Company.
Following
completion
of
the
Return
of
Capital,
the
Company
is
expected
to
have
net
assets
consisting
of: cash balances net of creditors and accruals of approximately
£750,000. Winding up costs (including accounts
preparation
and
submission
of
a
final
tax
return)
are
expected
to
be
approximately
£40,000
and
the
remaining
£710,000
is
the
value
of
the
Retained
Shares
ie
the
amount
that
Tennyson
is
entitled
to
under
the
Return
of
Capital.
The
purpose
of
this
arrangement
is
solely
to
facilitate
the
orderly
winding
up
of
the
Company
following
the
Return
of
Capital
and
Tennyson
will
not
benefit
in
any
way
from
this
arrangement.
Furthermore, the Company's major Shareholder, Tennyson, has
undertaken to provide additional financing
by
way
of
an
ex
gratia
payment
if
winding
up
costs
exceed
the
resources
available
to
the
Company.
If the Capital Reduction is approved, Chris
Jousse, Frank Lucas and
John Maxwell will resign from the
Board
and
the
ongoing
Board
of
LonFin
will
comprise
two
Directors,
namely
Warwick
Marshall
and
Edward
Beale.
4.
Related
Party
Transaction
Under
UK
Listing
Rule
8,
Tennyson,
a
substantial
shareholder,
together
with
Warwick
Marshall,
a
director
of
both
Tennyson
and
LonFin,
are
related
parties
("Related
Parties")
and
accordingly
the
arrangement
in
relation
to
the
Retained
Shares
is
a
related
party
transaction
("Related
Party
Transaction").
Under
the
class
tests
set out
in
the
UK
Listing
Rules,
the
Related
Party
Transaction
relating
to
the
Retained
Shares,
when
aggregated
with
a
transaction
with
the
same
related
parties
in
the
last
12
months,
has
no
test
resulting
in
over
5
per cent.
and
therefore
there
are
no
requirements
under
UK
Listing
Rule
8.2
which
need
to
be
followed.
Tennyson
is
a
private
investment
company
and
is
100
per
cent.
owned
by
a
family
trust
of
which
Warwick Marshall is a
trustee.
The
Related
Parties
intend
to
support
fully
the
Company's
strategy
to
seek
to
cancel
the
admission
of
the Ordinary
Shares
to
trading
on
the
London
Stock
Exchange
and
JSE
Limited
and
on
the
Official
List
and return surplus cash to its remaining Shareholders.
The Independent Directors and the Related Parties are of the view
that the Proposals will provide
Shareholders with the opportunity to receive a full cash return for
their investment and which the Independent
Directors
believe
is
in
the
best
interests
of
the
Company
and
Shareholders.
5.
Implementation of the
Return of
Capital
The
proposed
Return
of
Capital
will
be
implemented
in
two
stages:
First
stage
The
General
Meeting
will
be
held
to
approve
the
Withdrawal
and
the
Capital
Reduction.
Second
stage
After
the
Capital
Reduction
has
been
approved
by
Shareholders
at
the
General
Meeting,
the
Company
will
apply
to
the
High
Court
for
its
approval.
Prior
to
approving
the
capital
repayment,
the
court
will
need
to
be
satisfied
that
the
interests
of
the
Company's
creditors
will
not
be
adversely
impacted
by
the
proposal.
The
Company
anticipates
being
able
to
do
so.
The
Capital
Reduction
will
only
take
effect
once
the
court
has
made
an
order
and
that
order
has
been
registered
with
the
Registrar
of
Companies.
Once
this
approval
has
been
received
notice
will
be
given
to
Shareholders
of
the
intended
date
for
delisting
from
the
London
Stock
Exchange
and
JSE
Limited
and
from
the
Official
List
and
the
date
of
the
Return
of
Capital.
The
final
amount
of the Return of Capital will be announced at that time.
Following the Return of Capital and application for Withdrawal from
the LSE, the JSE will take steps to
remove
all
the
Ordinary
Shares
from
the
official
list
of
the
JSE,
to
which
the
Company
has
already
confirmed it will not object, on the basis that, following
completion of the Return of Capital, the Company will no longer
comply
with
the
public
spread
requirements
pursuant
to
paragraph
4.28(e)
of
the
JSE
Listing
Requirements
as detailed in paragraph 6 below.
6.
Withdrawal
of
Admission
to
the
London
Stock
Exchange
and
from
the
Official
List
and Termination of JSE Listing
Withdrawal
of
Admission
to
the
London
Stock
Exchange
and
from
the
Official
List
In
order
for
the
Company
to
implement
the
Return
of
Capital,
the
Company
will
need
to
cancel
the
admission
of
its
Ordinary
Shares
to
trading
on
the
London
Stock
Exchange
and
to
the
Official
List.
The
Company's withdrawal
from
the
Official
List
is
conditional,
pursuant
to
Chapter
21
of
the
UK
Listing
Rules,
upon
the approval
of
not
less
than
75
per
cent.
of
the
votes
cast
by
all
Shareholders
and
50
per
cent.
of
the
votes cast
by
Independent
Shareholders
(whether
present
in
person
or
by
proxy)
at
a
General
Meeting
The
Company
intends
to
apply
for
cancellation
and
the
resolution
to
approve
the
Withdrawal
will
be
put
to
Shareholders at the General Meeting.
In accordance with the UK Listing Rules, the Company has announced
its proposed withdrawal from admission
to
trading
on
the
London
Stock
Exchange
and
from
the
Official
List
and
has
provided
not
less than 20 Business Days' notice of its intended withdrawal of
securities from admission to trading on the
London Stock Exchange and from the Official List. If the resolution
to approve the Withdrawal from admission
to trading on the London Stock Exchange and the Official List is
passed at the General Meeting, it is
proposed
that
the
last
day
of
trading
in
Ordinary
Shares
on
the
London
Stock
Exchange
will
occur
no
earlier
than
Wednesday,
30
April
2025
and
that
the
Withdrawal
from
the
London
Stock
Exchange
and
from
the
Official
List
will
take
effect
at
8.00
a.m.
UK
time
no
earlier
than
Friday,
2
May
2025.
The
actual
date,
when
confirmed, will be announced.
If
Shareholders
wish
to
buy
or
sell
Ordinary
Shares
on
the
London
Stock
Exchange
or
the
JSE
Limited
they
must do so prior to the Withdrawal becoming effective.
Termination
of
JSE
Listing
Following the Return of Capital and the Company's Withdrawal from
the London Stock Exchange, the
Company
will
have
only
one
Shareholder.
As
a
result,
the
Company
will
no
longer
be
in
compliance
with
the
JSE's
spread
requirements
as
set
out
in
paragraph
4.28(e)
of
the
JSE
Listings
Requirements
and
will
no
longer
be
eligible
for
listing
on
the
JSE.
The
Company
has
no
intention
to
take
any
other
steps
towards
re-establishing
its
public
spread
requirement
and its eligibility for a listing on the JSE.
Accordingly,
the
JSE
will
take
steps
to
suspend
trade
in
the
Company's
Ordinary
Shares
with
effect
from
Monday,
5
May
2025
and
to
remove
the
Company
from
the
JSE's
list
in
accordance
with
sections
1.12
and
1.13 of the JSE Listing Requirements with effect from Friday
9 May 2025, on the basis that
the
Company
will
no
longer
comply
with
the
public
spread
requirements
pursuant
to
section
4.28(e)
of
the
JSE
Listings
Requirements
and
on
the
basis
that
the
Company
has
already
confirmed
to
the
JSE
that
it
does not intend to object to the JSE taking such steps.
7.
General
Meeting
A
General
Meeting
will
need
to
be
held
to
approve
the
Withdrawal
and
the
Capital
Reduction.
The
General
Meeting
will
be
held
at
the
offices
of
City
Group
at
Central
Court,
25
Southampton
Buildings,
London
WC2A
1AL
on
Friday,
28
March
2025.
At
that
meeting
Shareholders
will
be
asked
to
approve
the following actions:
-
subject to
the passing of Resolution 2, the Withdrawal of the admission of the
Ordinary Shares to trading on
the
London Stock
Exchange
and
from
the
Official
List;
and
-
subject
to
the
passing
of
Resolution
1,
the
Capital
Reduction
subject
to
High
Court
approval.
The
proposed
resolutions
to
achieve
this
are
as
follows:
Resolution
1
-
Withdrawal
of
the
admission
of
the
Ordinary
Shares
to
trading
on
the
London
Stock
Exchange
and
the
Official
List
-
Special
Resolution
The
resolution
is
to
approve
the
Withdrawal
of
the
Ordinary
Shares
from
admission
to
trading
on
the
London
Stock
Exchange
and
to
cancel
the
Company's
listing.
This
is
a
special
resolution
and
will
require
approval
from
not
less
than
75
per
cent.
of
the
votes
cast
by
all
Shareholders
and
50
per
cent.
of
the
votes
cast
by
Independent
Shareholders
at
the
General
Meeting
in
person
or
by
proxy
in
accordance
with
UK
Listing
Rule
21. Holders of 19.9 per cent. of the Ordinary Shares in issue have
undertaken to vote in favour of this
resolution.
If
this
resolution
is
not
passed,
the
Proposals
will
not
proceed.
Shareholders
will
not
be
asked
to
vote on the remaining resolution. The Directors will then consult
with Shareholders on the future of the
Company.
Resolution
2
-
Capital
Reduction
-
Special
Resolution
The
resolution
will
be
to
approve
the
Capital
Reduction,
subject
to
the
approval
of
the
High
Court,
and
will be a Special Resolution which will require approval from more
than 75 per cent. of those voting at the General Meeting in person
or by proxy.
If
either
of
the
resolutions
are
not
passed,
the
Proposals
will
not
proceed.
The
Directors
will
then
consult with Shareholders on the future of the Company.
8.
Irrevocable
Voting
Undertakings
Tennyson
has
given
an
irrevocable
undertaking
not
to
vote
its
holding
of
12,885,472
Ordinary
Shares
in
the
Company (representing 41.2 per cent. of the Company's issued
ordinary share capital) in favour of Resolutions 1 and 2 at the
General Meeting. In addition, Warwick Marshall has given an
irrevocable
undertaking
not
to
vote
his
holding
of
288,552
Ordinary
Shares
in
the
Company
(0.9
per
cent.)
in
favour
of
Resolutions 1 and 2 at the General Meeting.
The Company is also in receipt of irrevocable undertakings from 5
other significant Shareholders holding in aggregate
6,232,500
Ordinary
Shares
(representing
19.9
per
cent.
of
the
Company's
issued
ordinary
share
capital)
to
vote
their
holdings
in
favour
of
the
Resolutions
at
the
General
Meeting.
9.
Action
to
be
takenVoting
at
the
General
Meeting
The
Notice
of
the
General
Meeting
is
set
out
in
Part
III
of
the Circular
and
this
letter
explains
the
items
to
be transacted at the General Meeting.
A
Form
of
Proxy
for
use
at
the
General
Meeting
is
enclosed with the Circular.
If you, as a
Shareholder
on the UK branch of the Register of Members of the Company, wish
to
validly appoint
a
proxy,
the
Form
of
Proxy
should
be
completed
and
signed
in
accordance
with
the
instructions printed thereon, and returned by post so as to be
received by Neville Registrars Limited not later than
11.00
a.m.
on
Wednesday,
26
March
2025
for
the
General
Meeting.
If
you,
as
a
Shareholder
on
the
South
African
branch
of
the
Register
of
Members
of
the
Company,
wish
to
validly
appoint
a
proxy,
the
Form
of
Proxy
for
South
African
Shareholders,
attached
to
the
Circular,
should be
completed
and
signed
in
accordance
with
the
instructions
printed
thereon,
and
returned
by
e-mail,
hand
or post so as to be received by Computershare SA not later than
12.00 p.m. on Wednesday, 26 March 2025 for the General Meeting.
The
Company
has
made
provision
for
Shareholders
(or
their
proxies)
to
participate
in
the
General
Meeting by
joining
a
Microsoft
Teams
virtual
meeting
room.
Shareholders
or
their
duly
appointed
proxies
who
wish
to
participate
in
the
General
Meeting
via
electronic
communication,
must
apply
to
Computershare
SA
at
proxy@computershare.co.za
by
not
later
than
12.00
p.m.
on
Wednesday,
26
March
2025.
10.
Consent
Beaumont
Cornish
has
given
and
not
withdrawn
its
consent
to
the
issue
of
the
Circular
with
the
inclusion
of
the
recommendation
in
it
and
of
references
to
its
name
in
the
form
and
context
in
which
they
appear.
11.
RecommendationThe
Board, having been advised by Beaumont Cornish on the Proposals,
recommend that Shareholders vote in favour of the Resolutions at
the General Meeting given that the Proposals are, in the opinion of
the Board, in the best interests of Shareholders as a whole and as
the Independent Directors intend to do or procure to be done in
respect of their own beneficial
shareholdings.
Warwick
Marshall,
who
is
a
director
of
Tennyson
and
therefore
considered
not
to
be
independent,
has
taken
no
part
in
the
Board's
consideration
of
the
Proposals
or
the
recommendation.
