Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 14 2023 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR
15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-41253
Super Group (SGHC) Limited
(Translation of registrant’s name into English)
Super Group
(SGHC) Limited
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Telephone: +44 (0) 14 8182-2939
(Address of Principal Executive Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Submission of Matters to a Vote of Security Holders.
On June 12, 2023 Super Group (SGHC) Limited (NYSE: SGHC) (“Super Group” or the “Company”) held its 2023 Annual Meeting
of Shareholders (the “Annual Meeting”).
Represented at the Annual Meeting were 462,134,717 shares, or 92.69%, of the Company’s
498,529,659 shares entitled to vote at the Annual Meeting. The following matters were voted upon at the Annual Meeting and below are the voting results:
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| Resolution 1 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION that the annual report, the audited financial statements, the report of the board of directors of the Company (the “Directors”) and the
report of the Company’s auditor for the financial year ended December 31, 2022 were received and approved: |
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Votes
462,109,577 |
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% of Votes
99.99% |
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Votes
18,003 |
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% of Votes
0.01% |
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Votes
7,137 |
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| Resolution 2 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION re-appointing BDO LLP as the auditor of the
Company (the “Auditor”) from the end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders in accordance with section 257(4) of the Companies (Guernsey) Law, 2008, as amended
(the “Companies Law”): |
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Votes
462,088,873 |
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% of Votes
99.99% |
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Votes
18,978 |
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% of Votes
0.01% |
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Votes
26,866 |
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| Resolution 3 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION to authorise the Directors of the Company to determine the remuneration of the
Auditor in accordance with section 259(a)(ii) of the Companies Law: |
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Votes
462,101,874 |
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% of Votes
99.99% |
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Votes
30,902 |
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% of Votes
0.01% |
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Votes
1,941 |
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| Resolution 4 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Eric Grubman as a director of the Company from the
end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders: |
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Votes
462,100,932 |
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% of Votes
99.99% |
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Votes
26,613 |
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% of Votes
0.01% |
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Votes
7,172 |
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| Resolution 5 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of John Collins as a director of the Company from the
end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders: |
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Votes
462,101,662 |
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% of Votes
99.99% |
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Votes
25,883 |
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% of Votes
0.01% |
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Votes
7,172 |
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| Resolution 6 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Robert James Dutnall as a director of the Company from the end of the Annual Meeting until the end of the next
annual general meeting of the Company’s shareholders: |
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Votes
461,377,508 |
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% of Votes
99.83% |
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Votes
749,486 |
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% of Votes
0.17% |
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Votes
7,723 |
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| Resolution 7 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of John Le Poidevin as a director of the Company from
the end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders: |
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Votes
462,099,381 |
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% of Votes
99.99% |
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Votes
27,413 |
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% of Votes
0.01% |
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Votes
7,923 |
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| Resolution 8 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Natara Holloway Branch as a director of the Company
from the end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders: |
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Votes
462,101,312 |
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% of Votes
99.99% |
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Votes
26,050 |
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% of Votes
0.01% |
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Votes
7,355 |
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| Resolution 9 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Jonathan Jossel as a director of the Company from
the end of the Annual Meeting until the end of the next annual general meeting of the Company’s shareholders: |
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Votes
461,613,697 |
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% of Votes
99.88% |
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Votes
513,097 |
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% of Votes
0.12% |
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Votes
7,923 |
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| Resolution 10 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming that the Company is authorised, in accordance with section 315 of the
Companies Law, subject to all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares (as defined in the Company’s Articles of Incorporation) (the
“Shares”), on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that:
a. the maximum aggregate number of
Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution was passed;
b. the minimum price (exclusive of
expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and
c. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 110% of
the average market value of a Share for the three Business Days prior to the day the purchase is made;
such authority to expire on November 12, 2023 (unless previously renewed, revoked or varied by the Company by ordinary resolution) save that the Company
may make a contract to acquire Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract: |
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Votes
461,622,010 |
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% of Votes
99.88% |
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Votes
510,948 |
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% of Votes
0.12% |
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Votes
1,759 |
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| Resolution 11 |
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FOR |
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AGAINST |
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ABSTAIN |
| Super Group shareholders approved an ORDINARY RESOLUTION confirming that the Company is authorised, in accordance with section 314 of the
Companies Law, subject to all applicable legislation and regulations, to acquire its own Shares, on the terms set out in the form of buyback contract circulated to shareholders in advance of the Annual Meeting (the “Buyback
Agreement”) and that the terms of the Buyback Agreement are approved and authorised in all respects, provided that:
a. the maximum aggregate number of Shares authorised to be purchased under this authority shall not
exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution was passed;
b. the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market
value of a Share for the three Business Days prior to the day the purchase is made; and
c. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 100% of
the closing market value of a Share on the Business Day prior to the day the purchase is made,
such authority to expire at the end of the annual general meeting of the Company’s shareholders to be held in 2025 (unless previously renewed, revoked or
varied by the Company by ordinary resolution) save that the Company may make a contract to acquire Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an
acquisition of Shares pursuant to such a contract: |
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Votes
461,620,548 |
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% of Votes
99.88% |
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Votes
511,747 |
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% of Votes
0.12% |
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Votes
2,422 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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SUPER GROUP (SGHC) LIMITED |
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| Date: June 14, 2023 |
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By: |
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/s/ Robert James Dutnall |
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Name: |
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Robert James Dutnall |
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Title: |
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Authorized Signatory |
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