During the financial period ended 30 June 2016, the following corporate actions were implemented by the Group:
Related party acquisitions
ECS Developments, a subsidiary of the Company, acquired the business conducted by Ecsponent Investment Holdings Proprietary Limited as a going concern (“the EIH Transaction”). The EIH Transaction was approved by the requisite number of shareholders at a general meeting held on 3 May 2016 and became effective on 30 June 2016.
Class G Preference Shares
At the annual general meeting held on 25 August 2015, shareholders approved the creation of an additional Class G preference share, which contains provisions for conversion into ordinary shares on certain default events. Specific approval for the issue of convertible Class G shares was obtained from shareholders at a general meeting held on 3 May 2016, however none have been issued to date.
Issue of ordinary shares to Directors
The Company’s remuneration committee approved the partial settlement of future directors’ fees for the non-executive directors and for the executive directors’ salaries through the issue of ordinary shares to the directors in lieu of a cash settlement of the fees (“the Directors’ Issue”).
Odd lot offer and specific repurchase
The Company undertook an odd-lot offer and a specific repurchase of ordinary shares at 20.55 cents per share in order to reduce the ongoing administration costs associated with the Company’s large minority ordinary shareholder base, as follows:
- an odd-lot offer to repurchase holdings equal to or less than 532 ordinary shares (“the Odd-Lot Offer”);
- a specific offer to repurchase holdings of more than 532 ordinary shares and equal to or less than
10 000 ordinary shares (“the Specific Repurchase”).
In terms of the Odd-Lot Offer and the Specific Repurchase, a total of 542 758 ordinary shares were repurchased and subsequently cancelled.
Amendment of the Memorandum of Incorporation
The Company’s MOI was amended to specifically allow the Company to expropriate shares pursuant to the Odd-Lot Offer.