Good morning, ladies and gentlemen, and welcome to the extraordinary general meeting of Pick n Pay Stores Limited. This morning, I'd particularly like to welcome our founder and life president, Wendy Ackerman, who's joining us. The meeting was convened in terms of the notice of the meeting, which was contained in the circular published on the company's website on Thursday, the August 19th, 2024 . I welcome our shareholders, board members, members of management, and all other guests who are able to join us. The purpose of this extraordinary general meeting is to consider and, if deemed fit, adopt the resolutions as set out in the notice of the meeting.
The resolutions broadly relate to two topics: firstly, obtaining shareholder approval for the issuance of shares in the Boxer, in the group's Boxer business to new investors as part of the initial public offering of Boxer, intended to take place towards the end of 2024, and secondly, authorizing a reduction in the number of ordinary shares and B shares of Pick n Pay Stores Limited to appropriate levels following the completion of the company's rights offer earlier this year. The meeting will be conducted through the electronic participation only, as provided for in the JSE listings requirements, the Companies Act, and the company's Memorandum of Incorporation. I encourage all our registered shareholders to engage with us using the functions available on this platform, which allows for both written messages and questions and for telephone calls.
The quorum for this meeting is three shareholders present and entitled to vote, who, between them, hold an aggregate of at least 25% of the issued ordinary shares, which is in terms of Section 20.15 of our MOI. The company secretary informs me that the necessary quorum is correct, and I declare this meeting is duly constituted. The notice of the extraordinary general meeting has been in your hands for the prescribed period and contains full details of the resolutions to be considered at this meeting. There being no changes to the proposed resolutions, I propose that the notice be taken as read. Are there any objections? I see no objections. Before we proceed with the matters on the agenda, I will explain how votes will be cast.
Please note that only participants who have a valid proxy, which has been filed in accordance with the notice of the meeting, or shareholders who are reflected on the shareholders who have received a written letter of representation from the CSDP, are entitled to speak and vote at the meeting. A few pointers on how to cast your votes. All shareholders or their proxies who have requested to vote would have received a link to access the voting platform, which has been sent to either the phone number or the email address which that participant has provided. Please go to the Voting tab on the top of your screen in order to cast your vote. You will notice that the voting platform contains all the resolutions which have been published in the notice of meeting.
You may exercise your vote individually per resolution by selecting the relevant option, for, against, or abstain, on a resolution by resolution basis. Please note that shareholders are able to change their votes while the voting is still open. A message will pop up on your screen confirming that your vote has been received. Voting is now open and will remain open until the question and answer session has been completed. However, I urge you to complete your voting after each of the resolutions have been tabled to the meeting. For the purposes of the voting at today's meeting, the company's transfer secretary, Computershare Investor Services, has been appointed as scrutineers. I've arranged for the Lead Independent Non-Executive Director, who is also a shareholder, to 2nd all resolutions. James Formby has agreed to 2nd all the motions at today's meeting.
In light of this, and with your agreement, I will dispense with the usual formalities of asking for a seconder for all resolutions. In accordance with good governance practice, the voting on all resolutions at this meeting will be conducted by poll. Shareholders or their proxies or representative present would have registered on the electronic platform to be able to vote on the resolutions. On questions. Please submit your questions in writing on the matters being voted on in this meeting. It is also possible to submit questions verbally. Please follow the instructions provided on the Home tab of the Lumi platform to ask a verbal question. When we get to the question and answer session, you will have the opportunity to ask your question, which will be audible to all participants in the meeting.
We will respond to your questions once the resolutions have been read out and before voting is closed. The voting is now open and will only be closed once all your questions have been answered. I will announce the results of the voting immediately after the voting is closed and the results have been determined. The results will be posted on SENS after the conclusion of the meeting. Once the minutes of this extraordinary general meeting have been signed by the chairman at the board meeting in October, they will also be posted on the website for your review. We will now proceed with the business of the meeting. I confirm once again that the electronic system is open for voting, and I now propose the following special and ordinary resolutions as set out in the notice convening this meeting.
Given the length of the resolutions, I will take them as read and will only read out a summary of each resolution. Please follow the resolutions in the notice as they are proposed in the order specified. Part one, Special Resolutions. Before we proceed, please note that the percentage of voting rights required for Special Resolutions 1 to 3 , be adopted, is at least 75% of the voting rights exercised on each resolution. Special Resolutions 1 to 3 have been proposed to reduce the number of Ordinary Shares and B Shares of the company back to an appropriate level post-implementation of the Rights Offer earlier this year. If adopted, the effect of these resolutions will be that the unissued Ordinary Shares and B Shares will constitute no more than 10% of the total number of authorized shares.
Special Resolution 1 : reduction of Ordinary Shares, which is to be voted on by all shareholders. I proposed, subject to the adoption of the other Special Resolutions, that the number of Ordinary Shares of the company be reduced from ten billion Ordinary Shares to 828,500,000 Ordinary Shares. Special resolution 2 : the reduction of authorized B Shares, once again, to be voted on by all shareholders. I propose, subject to the adoption of the other Special Resolutions, that the number of authorized B Shares of the company be reduced from five point three billion B Shares to three hundred and sixty-one million, five hundred thousand B Shares. Special Resolution 3.1 : approval of MOI share capital amendments, which is once again to be voted on by all shareholders.
I propose, subject to the adoption of the other Special Resolutions, that the company's memorandum of incorporation be amended at Article 7.1.1 and 7.1.2 to reflect the reduction of ordinary shares and authorized B shares, and that the company secretary be authorized to file a consolidated revision of the MOI with the CIPC. Special Resolution 3.2 : approval of the MOI share capital amendments. This one is to be voted on only by B shareholders. I propose, subject to the adoption of the other resolutions, that the amendments to the MOI arising from and necessary to give effect to Special Resolutions 1, 2, and 3.1 be approved by the company's B shareholders. The 2nd part of the meeting are the Ordinary Resolutions.
Before we proceed to the Ordinary Resolutions, please note that the percentage of voting rights required for Ordinary Resolutions 1 and 2 to be adopted is more than 50% of the voting rights exercised on each resolution. Ordinary Resolution 1 has been proposed in order to grant the company the necessary authority to implement the Boxer IPO. Ordinary Resolution 2 has been proposed to authorize the company's directors to implement the matters contemplated by these resolutions. Ordinary Resolution 1 : authority to implement the share issue to be voted on by all shareholders.
I propose that the company be authorized to implement the issue by the company's wholly-owned subsidiary, Boxer Retail Proprietary Limited, of the IPO shares at the issue price to qualifying shareholders, as those terms are defined in the circular and on other such terms as may be determined by the board in conjunction with the listing of Boxer on the JSE. Ordinary Resolution 2 : the authority of directors to be voted on by all shareholders. I propose that any director of the company be authorized to do all such things and sign all such documents as are necessary to give effect to the foregoing Special and Ordinary Resolutions, ratifying and confirming all such things already done and documents already signed. Are there any matters not already covered that shareholders may wish to raise, and we have to answer questions at this point?
Okay, Vaughan, could you read the 1st question, please?
... Thank you, Mr. Chair. We have the 1st question from Graham Stratton, asking, "The way in which retail investors have been excluded from participating in the IPO is extremely unfair. Many holders followed their rights in recent rights issues, yet the IPO is targeted to a select investor that meets the one million rand threshold. I think this is a very poor show indeed." The Companies Act describes a new listing as an IPO, an initial public offering. The Companies Act default, and therefore the legislature's intention, one would think, is that a new listing should be a public offer.
In my reading of the Act, it is clear as day that Section 96.1 of the Act sets out certain exemptions from the public offer requirements when an offer is limited to banks, financial institutions, and stockbrokers as principal or agent, and those individuals can stump up a minimum of R1 million, for example. Is an offer made to entities like this... If an offer is made to entities like this, sorry, there's no need to advertise, no prospectus is required, and no pre-listing statement required. Thank you, Mr. Chair.
Thank you very much. This matter has been discussed in great detail by the board, and we've taken into account these various questions, but I'm going to ask our Lead Independent Director, James Formby, to give a more technical answer to it. James?
Thank you. Thank you, Chair, and thank you to Graham for the question. As head of the Finance and Investment Committee, this was debated, as the chair said, extensively there and also by the board. We took careful advice from our various advisors on what we believe to be in the best interests of the company. I mean, let me say to start that we're very confident that a private placement will maximize the value of the Boxer IPO in the most cost-effective and time-efficient manner possible. It's important that to note that a public placement would have added significant cost to our process, cost that we can ill afford right now, and in addition, time to this process.
It is extremely important for, in the interest of the company, for this to proceed as soon as possible. This would be had we gone this route, would have been inconsistent with our goal of implementing the Pick n Pay recapitalization plan effectively and efficiently, time-wise, in line with the group's commitments to its lenders and its stakeholders that we've given over the last many months. Just in addition, the private placement is in line with market norms for large IPOs, and you can research all the recent large IPOs have been done on the JSE in this manner. It is also fully compliant with all regulatory requirements.
We'll obviously detail the criteria for qualifying investors in the pre-listing statement, and it will be aligned with the Companies Act, as you refer to it, and all applicable regulation, both in South Africa but also in the many other jurisdictions in which this offer will be made available. So it is true that retail and individual investors will not be able to participate in the IPO unless they are qualified investors. But many retail investors will indirectly benefit from the IPOs, clients and beneficiaries of qualified investments, investors who participate. And you do note them there as institutional investors, as brokers, and as financial services providers.
And clearly, the whole intention of an IPO is to make the shares of Boxer accessible to a wide audience of people who can either access these shares pre-IPO through brokers, or post-IPO, by buying them on the relevant stock exchange. So, just to stress, we've really considered this in the best interest of the group, Pick n Pay. Thank you, Chair.
Thank you, James. And as you say, we are following the best practices to make sure that we keep the costs down, and we get this thing done as quickly as possible. There was an audio question. I think the audio question has disappeared. Is that correct?
Chair, there are no audio questions.
No audio questions. Okay, are there any other questions? Okay. Sorry, there was one that popped up, a comment that popped up.
Chair, that was a shareholder that is struggling to vote, which we are looking into, but we have captured the vote accordingly.
Okay, thank you. Okay, if there are no further questions, we're now gonna close the voting, and I declare the voting now closed. We'll give the scrutineers an opportunity to finalize the votes, and the results will be displayed very shortly. The results are on the screen, and it would appear that all of them have been passed by 99.99%, except for Special Resolution 3 , which is the B Shares, which was 100%. And thank you for those votes. I do declare that all the resolutions have been passed, thus by the requisite majority, and the results will be posted onto SENS later on today and will obviously be approved by the board at our meeting in October.
As there's no further business, I now formally close the proceedings of this extraordinary general meeting of Pick n Pay Stores Limited, and I thank everybody for your attendance. Thank you very much, and we really appreciate your support. Thank you.