NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of the Members of Edgars Stores Limited (“Edgars ” or “the Company”) will be held at LAPF 1st Floor, Corner 8th Avenue and Jason Moyo Street in Bulawayo on Tuesday, 16 June at 1200 hours for the purpose of transacting the following business and consider and if deemed fit, to pass with or without amendment, the following resolutions. Shareholders are advised in light of the current regulations which prohibit gatherings in excess of 50 people and promote social distancing on account of the COVID-19 pandemic (“the Company”) will endeavour to facilitate a virtual meeting the modalities of which will be communicated to shareholders in due course.
SPECIAL BUSINESS
1. As a Special Resolution – Redenomination of share capital to ZWL$
That, subject to the approval of the Chief Registrar of Companies and Other Business Entities, the authorized share capital of the Company be redenominated from US$4 000 000 comprising 400 000 000 ordinary shares of a nominal value of US$0.01 (one US cent) each, to ZWL4 000 000 comprising 400 000 000 ordinary shares of a nominal value of ZWL0.01 (one Zimbabwe cent) each
2. As a Special Resolution - Increase in the authorised share capital of the Company
“That, subject to the approval of the Chief Registrar of Companies and Other Business Entities, the authorised share capital of the Company be increased from ZWL$4,000,000 comprising of 400,000,000 ordinary shares of a nominal value ZWL$0.01 (one Zimbabwe cent) each, to ZWL$7,000,000 comprising of 700,000,000 ordinary shares of a nominal value ZWL$0.01 (one Zimbabwe cent) each.”
3. As an Ordinary Resolution – Approval for capital raising by way of a Renounceable Rights Offer
“That the Directors be and are hereby authorised to raise ZWL$70,000,000 (Seventy Million Zimbabwe Dollars) by way of a Renounceable Rights Offer to all shareholders, pro rata to their existing shareholding, being the offer of 274,745,630 (two hundred and seventy four million, seven hundred and forty five thousand, six hundred and thirty) new ordinary shares of a nominal value of ZWL0.01 (one Zimbabwe cent) each, at a Rights Offer subscription price of ZWL$0.2548 (ZWL$25.48cents) per share, on the basis of five (5) new ordinary shares for every six (6) ordinary shares held.”
4. As an ordinary resolution – Approval for the Underwriter’s fees to be payable in shares
“That the shareholders waive their rights of pre-emption and the Underwriter may at its discretion exercise an option to receive payment of its fees by way of issue of shares at the rights offer price.”
5. As an Ordinary Resolution – To place unissued shares under the control of Directors
“That, the balance of the authorised but unissued ordinary shares of the Company, be placed under the control of the Directors for an indefinite period, to be issued in compliance with the terms of the Memorandum and Articles of the Company and the Zimbabwe Stock Exchange listing requirements, provided that no issue will be made which would effectively transfer the control of the Company without the prior approval of the Shareholders in a general meeting.”
By order of the Board
Vuyo K. Nxumalo
COMPANY SECRETARY
REGISTERED OFFICE
Edgars Head Office,
Cnr 9th Avenue and Herbert Chitepo Street
Bulawayo.
Notes:
1. Voting eligibility
- On a show of hands, every Shareholder who (being an individual) is present in person or by proxy at the EGM or which (being a company or body corporate) is represented thereat by a representative appointed as proxy, shall have one vote (irrespective of the number of shares held), and on a poll, every Shareholder who (being an individual) is present in person or by proxy at the general meeting or which (being a company or body corporate) is represented by proxy at the general meeting, shall have one vote for every Edgars Stores Limited share of which it is the holder.
2. Appointment of Proxies
- In terms of Section 171 of the Companies and Other Business Entities Act (Chapter 24:31), members entitled to attend the above meeting may appoint one or more proxies, to act in the alternative, to attend, speak and vote on their behalf, including voting on a poll. A proxy need not be a member of the Company.
- Shareholders in the form of a corporate body must provide documentary evidence establishing the authority of a person signing the Form of Proxy in a representative capacity, unless previously recorded by the Company’s transfer secretaries or waived by the chairperson of the EGM. This authority must take the form of a resolution of the corporate body.
- Completion of a form of proxy does not preclude a person from subsequently attending the EGM and voting in person.
- Waiver of Pre-emptive rights.
- In terms of clause 10.79 (a) of the Tenth Schedule to SI 134 of 2019 of ZSE Listing Requirements, resolutions 3, 4 and 5 will be subject to an 75% (seventy-five per centum) majority of votes cast in favour of the resolution by Shareholders present or represented by proxy.
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