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22 Dec 2008 17:31
FOR IMMEDIATE RELEASE
South African Property Opportunities plc ("the Company")
22 December 2008
Re: Result of Annual General Meeting
The Company announces that at the Annual General Meeting held earlier today, the following resolutions were passed:
1 The Report of the Investment Manager, Report of the Directors, Auditor's Report and the Audited Consolidated Financial Statements of the Company for the year ended 30 June 2008 were adopted.
2 No payment of a dividend to the holders of the Ordinary Shares.
3 Mr David Humbles was re-appointed a director.
4 Mr Peter Bester was re-appointed a director.
5 PricewaterhouseCoopers, Isle of Man were re-appointed auditors for the Company for the year ended 30 June 2009.
6 As special business, by ordinary resolution, the Company was granted the authority for the purchase of 15% of the fully paid ordinary shares in issue at a price of no less than one penny and not more than £5.00 with an expiry date of the conclusion of the third Annual General Meeting or, if earlier, on 31 December 2009.
7 As special business, by special resolution, the adoption of the amendments to the Articles of Association as detailed below:
a) the inclusion of the following definitions in Article 2:
"AIM"a market of the London Stock Exchange;
"DTR"the Disclosure and Transparency Rules of the UK Financial Services Authority;
"Qualifying Financial Instruments has the meaning given to that team in DTR 5.3.2R:
"Regulatory Information Service" or "RIS" a service approved by the London Stock Exchange for the distribution to the public of announcements
b) the replacement of the heading to Article 77 "Failure to disclose interests in shares" with the heading "Disclosure of interest in shares", and
c) the insertion of the following new Articles 77.5 to 77.9:
"77.5 DTR 5
If at any time the Company shall have a class of shares admitted to trading on AIM, the provisions of Chapter 5 of the DTR (as amended from time to time) ("DTR 5") of the UK Financial Services Authority Handbook (the "FSA Handbook") shall be deemed to be incorporated by reference into these Articles and accordingly the vote holder and issuer Notification rules set out in DTR 5 shall apply to the Company and each holder of shares.
77.6 Disclosure threshold
Without prejudice to the generally and effectiveness of Article77.5, a person must notify the Company of the percentage of its voting rights if the percentage of voting rights which he holds as a member or shareholder or through his direct or indirect holding of financial instruments (or a combination of such holdings);
a) reaches, exceeds or falls below 3% and each 1% threshold thereafter up to 100%; or
b) reaches, exceeds or falls below an applicable threshold in Article 77.6(a) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company
and where "shareholder" means any natural person or legal entity governed by private or public law, who holds directly or indirectly
a) shares in the Company in its own name and on its own account
b) shares in the Company in its own name, but on behalf of another natural person or legal entity unless such shares are the subject of depository receipts, depository interests or any similar interest ("Depository Receipts") in which case (c) will apply:
c) Depository Receipts, in which case the holder of Depository Receipt shall be considered as the member or shareholder of the underlying shares represented by the Depository Receipts.
77.7 Content of Notification
A notification given in accordance with Article 77.6 shall include the following information:
a) voting rights and the date on which the relevant threshold was reached or crossed;
b) if applicable, the chain of controlled undertakings through which voting rights are effectively held;
c) so far as known to him, the identity of the member, even if that member is not entitled to exercise voting rights and of the person entitled to exercise voting rights on behalf of that member;
d) the amount and class of shares concerned;
e) in the case of a holding of qualifying financial instruments;
i) for qualifying financial instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable;
ii) the date of maturity or expiration of the qualifying financial instruments;
iii) the identity of the holder;
iv) the name of the underlying company; and
v) the detailed nature of the qualifying financial instruments, including full details of the exposure to shares;
f) any other information required by the Company;
77.8 Announcement via RIS
Notwithstanding the time limits for disclosure set out in DTR 5, the Company is required by Rule 17 of the AIM Rules for Companies to announce via Regulatory Information Service, all the information contained in any vote holder notification "without delay".
77.9 Interpretation
For the purposes of the incorporation by reference to DTR 5 into these Articles and the application of DTR 5 to the Company and each holder of shares, the Company shall (for the purposes of this Article 77 only) be deemed to be an "issuer" as such term is defined in DTR 5 (and not, for the avoidance of doubt, a "non-UK issuer", as such term is defined in DTR 5)."
Enquiries
Principle Capital
On behalf of SAPRO
Anne Dalen
+44 (0)20 7240 3222
Bell Pottinger
Dan de Belder
+44 20 7861 3232
Biddicks
Zoe Biddick
+44 (0)20 7448 1000
Teather & Greenwood Limited
Tom Hulme
+44 (0)20 7426 9000
Notes
None of the Ordinary Shares has been, or will be, registered in the United States under the US Securities Act of 1933, as amended, or under the securities laws of Australia, Canada or Japan and they may not, subject to certain exceptions, be offered or sold directly or indirectly within the United States, Australia, Canada or Japan or to, or for the account or benefit of, UK Persons or any national, citizen or resident of the United States, Australia, Canada or Japan.
Teather & Greenwood Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Teather & Greenwood or for affording advice in relation to the Placing or any matter referred to in this document.
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