| Fri 11 May 2007, 17:09 | | RBW - Rainbow - Notice of scheme meeting |
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RBW
RBW
RBW - Rainbow - Notice of scheme meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(DURBAN AND COAST LOCAL DIVISION) Case number: 4837/2007
Before the Honourable Justice N Hurt
on Friday 11 May 2007
In the ex parte application of:
RAINBOW CHICKEN LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RBW
ISIN: ZAE000019063
NOTICE IS HEREBY GIVEN that in terms of an Order of Court dated 11 May 2007, the
High Court of South Africa (Durban and Coast Local Division) has ordered, in
accordance with the provisions of section 311 of the Companies Act (Act 61 of
1973), as amended, ("Companies Act"), that a meeting ("scheme meeting") of the
members of the Applicant, other than Remgro Limited ("Remgro") and its
subsidiaries, registered as such at 17:00 on Friday 25 May 2007, be held at
10:00 on Tuesday 5 June 2007 under the chairpersonship of Mr Costas Carides or
failing him Mr Solomon Slom, or failing both of them, any other independent
person appointed by this Court, in the boardroom of the Applicant at One The
Boulevard, Westway Office Park, Westville, KwaZulu Natal 3629 (or any adjourned
date as determined by the chairperson) ("adjourned meeting") for the purposes of
considering and, if deemed fit, agreeing to, with or without modification, a
scheme of arrangement ("the scheme") proposed by Remgro between the Applicant
and its shareholders, other than Remgro and its subsidiaries ("the scheme
participants"), provided that the scheme meeting shall not be entitled to agree
to any modification of the scheme which has the effect of diminishing the rights
that are to accrue in terms thereof to scheme participants.
The implementation of the scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
above Honourable Court and a certified copy of the Order of the above Honourable
Court sanctioning the scheme being lodged with and registered by the Registrar
of Companies.
The basic characteristic of the scheme is that, upon implementation, Remgro will
become the owner, either directly or indirectly, of the entire issued share
capital of the Applicant. In terms of the scheme, scheme participants will
receive a cash consideration of R16.00 for every 1 (one) ordinary share in the
Applicant held by such scheme participant or a share consideration of
9 Remgro shares for every tranche of 100 Rainbow shares held or a combination of
the cash consideration and share consideration aforesaid.
Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depositary Participant ("CSDP") and
has "own-name" registration ("dematerialised own-name scheme member"), may
attend, speak and vote, or abstain from voting in person at the scheme meeting
or any adjourned meeting, or may appoint one or more proxies (who need not be
shareholders of the Applicant) to attend, speak and vote or abstain from voting
at the scheme meeting or any adjourned meeting in the place of such certificated
scheme member or dematerialised own-name scheme member. A form of proxy (pink)
for this purpose, for completion by certificated scheme members and
dematerialised own-name scheme members only, is included in the document which
has been posted to all holders of ordinary shares in the Applicant at their
addresses as recorded in the register of members of the Applicant at the close
of business on or about 5 (five) calendar days before the date of such posting.
If more than 1 (one) person is appointed on a single form or proxy (pink), then
only one of those proxies (in order of appointment) will be entitled to exercise
that proxy. In the case of joint certificated scheme members and joint
dematerialised own-name scheme members, the vote of the senior certificated
scheme member or senior dematerialised own-name scheme member (seniority will be
determined by the order in which the names of the joint certificated scheme
member or joint dematerialised own-name scheme members stand in the Applicant`s
register of members) who tenders a vote (whether in person or by proxy) will be
accepted to the exclusion of the vote of the other joint certificated scheme
member(s) or joint dematerialised own-name scheme member(s).
Properly completed forms of proxy (pink) must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor 70 Marshall Street, Johannesburg, 2001,
(P O Box 61763, Marshalltown, 2107) to be received by no later than 10:00 on
Friday 1 June 2007, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson of the scheme meeting not later than
10 (ten) minutes before the scheduled time for the commencement of the scheme
meeting or adjourned scheme meeting. Notwithstanding the aforegoing, the
chairperson of the scheme meeting may approve in the chairperson`s discretion
the use of any other form of proxy.
Each scheme member who holds a beneficial interest in dematerialised ordinary
shares in the Applicant and who does not have own-name registration
("dematerialised scheme member") may attend, speak and vote, or abstain from
voting at the scheme meeting or any adjourned meeting only if such
dematerialised scheme member informs his/her CSDP or broker timeously of
his/her intention to attend and vote, or abstain from voting at the scheme
meeting or adjourned meeting or be represented by proxy thereat in order for
his/her CDSP or broker to issue him/her with the necessary authorisation in
writing to do so or such dematerialised scheme member provides his/her CSDP or
broker timeously with his/her voting instruction should such dematerialised
scheme member not wish to attend the scheme meeting or adjourned meeting in
person in order for his/her CSDP or broker to vote in accordance with his/her
instruction at the scheme meeting or adjourned meeting. The CSDP or broker will
then provide the transfer secretaries of the Applicant with forms of proxy in
terms of each individual dematerialised scheme member`s instructions.
In terms of the aforementioned Order of Court the chairperson of the scheme
meeting or adjourned meeting must report the results thereof to the above
Honourable Court on Tuesday 12 June 2007 at 10:00 or so soon thereafter as
Counsel may be heard. A copy of the chairperson`s report to the Court will be
made available on request to any scheme member, free of charge, at the
registered office of the Applicant during normal business hours at least
6 (six) calendar days prior to the date fixed by the Court for the chairperson
to report back to it.
Copies of this notice, the form of proxy (pink) to be used at the scheme meeting
or any adjourned meeting, the scheme, the explanatory statement in terms of
section 312(1)(a) of the Companies Act, explaining they scheme and the Order of
Court summonsing the scheme meeting, are included in the document which will be
sent to the holders of ordinary shares in the Applicant and of which this notice
forms part. Such documents may be inspected and copies thereof obtained on
request, free of charge, during normal business hours, at any time prior to the
meeting, at the registered office of the Applicant, being One The Boulevard,
Westway Office Park, Westville, KwaZulu Natal, 3629.
Chairperson of the scheme meeting
Attorneys for the Applicant
Routledge Modise
c/o Knight Turner
3B The Ridge, 8 Torsvale Crescent
La Lucia
PO Box 5064
Torsvale, 4019
Docex 38, Durban
Ref: A Turner
Date: 11/05/2007 17:09:02 Produced by the JSE SENS Department.
