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JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
13. Interest in subsidiaries
Name of subsidiary
Holding Company
Net income (loss) after tax
Lazaron Biotechnologies (SA) Limited
John Daniel Holdings Limited
(2 090 940)
Vinguard Limited
John Daniel Holdings Limited
4 839 557
Rexisource (Pty) Limited trading as Cryo-Save SA John Daniel Holdings Limited
(356 453)
Restibyte (Pty) Limited trading as
JDH Financial Services
John Daniel Holdings Limited
-
Viscacom (Pty) Limited trading as
JDH Credit Services
Restibyte (Pty) Limited
(80 216)
Details of the company’s investment in subsidiaries are set out in note 5.
Directors’ Report -
Continued
14. Special resolutions
At a general meeting of the shareholders on 28 January
2011 it was resolved that the share capital of the company
be increased from R1 500 000 divided into 150 000 000 or-
dinary shares of one cents each, to R10 000 000 divided
into 1 000 000 000 ordinary shares of one cents each by
the creation of 750 000 000 new ordinary shares of one
cents each ranking pari passu in all respects with the exist-
ing ordinary shares in the capital of the company.
In terms of Section 60 of the Companies Act (71 of
2008) (“the Act”), certain shareholder resolutions are
not required to be conducted at a general meeting. The
Company`s shareholders approved two special resolu-
tions by way of a written round robin resolution which
was explained by the directors to the relevant share-
holders, and subsequently signed on 10 June 2011.
The rationale for having passed the special resolutions as
per this announcement by way of Section 60 of the Act
was to avoid substantial delays in the rights offer circular
to shareholders (as detailed on SENS on 10 June 2011).
The two special resolutions passed by way of a round
robin resolution were as follows:
Approval Of Issue Of Shares With More Than 30% Voting
Power
Shareholders approved that up to 285 239 158 shares
could be issued as a result of the JDH Rights Offer and the
potential increase in JDH’s shareholding in Lazaron, as
per the announced general offer to Lazaron share- hold-
ers. These shares would have full voting powers and as a
result the share issue will potentially exceed 30% of the
voting power of all the shares held immediately before
the transactions.
General Authority To Enter Into Funding Agreements, Pro-
vide Loans Or Other Financial Assistance
The shareholders approved that the company, in terms of
Section 44 and 45 of the Act, enter into direct or indirect
funding agreements or guarantee a loan or other obliga-
tion, secure any debt or obligation or to provide loans or
financial assistance between subsidiaries or between itself
and its directors, prescribed officers, subsidiaries, or any re-
lated or inter-related persons from time to time, subject to
the provisions of the JSE Limited`s Listings Requirements,
and as the directors in their discretion deem fit.