Page 48 - Niveus - Integrated report 2013

Majority shareholders
Niveus was a wholly owned subsidiary of HCI until HCI distributed 45% of its Niveus shares to shareholders as part of a share
buyback and distribution transaction in September 2012. HCI’s 55% shareholding diluted to 52,3% following the issue of shares
as part consideration for the acquisition of control in KWV. Subsequent to year-end, the shareholding increased to 52,4% as a
result of the capitalisation issue on 12 August 2013, in terms of the dividend that was approved by shareholders on 22 July 2013.
Special resolutions
The following special resolutions have been passed during the financial year as well as subsequent to year-end:
Date
Special resolution
25
July 2012
The memorandum of incorporation was replaced by a new memorandum of incorporation.
7
November 2012
Change of name from HCI Growth Limited to Niveus Investments Limited.
26
April 2013
Approval of authority to provide financial assistance in terms of section 45 of the Companies Act,
71
of 2008, as amended;
Approval of specific issue of shares for cash
Approval to issue up to 2 000 000 Niveus shares at market value to Johnnic Holdings Management
Services Limited;
Adoption of Niveus share scheme;
Approval of non-executive board fees;
Replacement of point 29.13 of the MOI:
A round robin resolution, inserted into the minute book, shall be as valid and effectual as if it had
been passed at a meeting of the Directors duly called and constituted, provided that each Director
in South Africa who is able to receive notice, has received notice of the matter to be decided
upon. One or more Alternate Directors shall be entitled to sign a round robin resolution if one or
more Directors are not present in South Africa to sign, and without his/their vote/s the requisite
majority cannot be achieved. For the purposes hereof a round robin resolution means a resolution
passed other than at a meeting of Directors, in respect of which, subject to clause 29.10, 75% of
the Directors, including all Executive Directors, voted in favour by signing in Writing a resolution in
counterparts, within 20 (twenty) Business Days after the resolution was submitted to them. Such
a round robin resolution may consist of several documents and shall be deemed to have been
passed on the date upon which it was signed or executed by the last Director required to sign or
execute it. Where it states a date as being the date of its signature by any Director, that document
shall be prima facie evidence that it was signed or executed by that Director on that date.
22
July 2013
Approval of a cash dividend of 18 cents per share, together with a capitalisation issue alternative
(1
share for every 70 shares held) is approved and the directors of the company are authorised to do
such things as may be deemed necessary.
DIRECTORS’ REPORT
(
continued)
Niveus Investments Limited integrated Report 2013
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