Published: 13 March 2014

Chemco minority shareholders approved the proposal for TSL to take full control of the agro chemicals business during an EGM held this morning.

The shareholders passed all the resolutions namely; increase in authorised share capital from 20 million to 31 million ordinary shares; conversion of the TSL debt worth $2.64 million into equity through the issuance of 15 536 588 ordinary shares by way of private placement and the waiver of pre-emptive rights by the existing shareholders.

The transaction will effectively dilute minority shareholders by approximately 49.51% and TSL's shareholding in Chemco will increase from 62.92% to 81.64%.

Following the approval of the resolutions, TSL will now offer to the remaining Chemco minorities a share swap with the view of delisting the latter. In terms of the offer, Chemco shareholders will receive as consideration in respect of their shareholding in Chemco 1 TSL share for every 1.88 shares held. No cash option is offered and the opening and closing date for the offer shall be Monday 17 March 2014 and Monday 7 April 2014 respectively.
 
Prior to the EGM, respective AGMs for the full year to 31 October 2012 and 2013 were held. Shareholders approved audit fees of $54 295 and directors' fees of $20 504 for the financial year to 31 October 2012. Audit and directors fees of 46 272 and $14 574 for the full year to 31 October 2013 were also approved and Ernst & Young were reappointed as Auditors for the ensuing year.

- zfn

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