| Wed 27 Jun 2007, 8:01 | | ATS - Atlas - Notice of scheme debenture holders` |
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ATS
ATS
ATS - Atlas - Notice of scheme debenture holders` meeting
ATLAS PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Reg. No. 1988/000742/06)
Share Code: ATS & ISIN Code: ZAE000008975
("Atlas")
NOTICE OF SCHEME DEBENTURE HOLDERS` MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 8254/2007
(CAPE OF GOOD HOPE PROVINCIAL DIVISION)
Cape Town, 26 June 2007
Before the Honourable Justice Davis
In the ex parte application of:
ATLAS PROPERTIES LIMITED Applicant
(Registration number 1988/000742/06)
Notice is hereby given that in terms of an Order of Court dated Tuesday, 26
June 2007 in the above matter, the High Court of South Africa (Cape of Good
Hope Provincial Division) ("the Court") has ordered, in accordance with the
provisions of section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended, ("the Act"), Keith Getz, or failing him, Igor Vukic, both of whom are
attorneys practising as such as partners at Bernadt Vukic Potash & Getz, or
failing them any other independent person nominated for that purpose by Edward
Nathan Sonnenbergs Inc. and approved by the Court ("chairperson") to convene a
meeting ("scheme meeting") of the debenture holders of the Applicant registered
as such by the close of trade on the JSE Limited on Wednesday, 18 July 2007 or
the date 2 (two) business days prior to any adjourned meeting to be held at
Edward Nathan Sonnenbergs Inc., 1 North Wharf Square, Loop Street, Cape Town at
14h30 (or 10 (ten) minutes after the conclusion of the scheme meeting of the
ordinary shareholders of the Applicant, whichever is the later) on Monday, 23
July 2007 or such adjourned date as determined by the chairperson ("adjourned
meeting"), for the purpose of considering and, if deemed fit, agreeing to, with
or without modification:
(a) passing the following resolution, which will be proposed as an
extraordinary resolution amending clause 5.1.2 of the Atlas (formally,
Boardprop Limited ("Boardprop")) debenture trust deed by inserting the
following new paragraph immediately before clause 5.2:
"Notwithstanding the preceding provisions of this clause 5.1.2, it is
specifically recorded that Interest may be paid to Debenture holders in respect
of the period between:
(i) the period in respect of which interest was last paid by Boardprop; and
(ii) the last day of the month preceding the effective date of the scheme of
arrangement proposed by Acucap Properties Limited between Boardprop and all the
ordinary shareholders and debenture holders of Boardprop ("the effective
date"),
in accordance with the formula set out above, save that if the payment is to be
made in respect of a period that falls within the first period ending on 31
March in each financial year, then:
D= net profit before interest payable on the Debentures and tax of Atlas for
the period from 1 October until the effective date,
and if the payment is to be made in respect of a period that falls within the
second period ending on 30 September in each financial year, then:
E= net profit before interest payable on the Debentures and tax of Atlas from
1 April until the effective date."; and
(b) agreeing to the scheme of arrangement (the "scheme") proposed by Acucap
Properties Limited ("Acucap") between the Applicant and all the ordinary
shareholders and debenture holders of the Applicant (collectively, "scheme
participants").
Copies of this notice, the scheme, the explanatory statement in terms of
section 312 of the Act, the forms of proxy and the Order of Court summoning the
scheme meetings are included in the circular which will be sent to all of the
ordinary shareholders and debenture holders of the Applicant ("the Circular")
and copies thereof may be inspected at and may, on request, be obtained free of
charge during normal business hours for at least 2 (two) weeks prior to the
date of the scheme meetings from the registered office of the Applicant, at
121 Roodebloem Road, Woodstock, 7925, and at the offices of the Applicant`s
sponsor, being PricewaterhouseCoopers Corporate Finance (Proprietary) Limited,
at 2 Eglin Road, Sunninghill, 2157 by any scheme member.
Each scheme member registered as such at the close of business on Wednesday, 18
July 2007 may attend, speak and vote in person at the scheme meeting or may
appoint any other person or persons (who need not be scheme members) as a proxy
to attend, speak and vote in such scheme member`s place.
The necessary forms of proxy have been included in the Circular. Additional
forms of proxy may be obtained on request from the Applicant`s registered
office at 121 Roodebloem Road, Woodstock, 7925.
Each signed form of proxy must be lodged with or posted to the Applicant at
its registered office or the Applicant`s transfer secretaries, Computershare
Investor Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg,
2001 (PO Box 61051, Marshalltown, 2107), to be received not later than 14h30 on
Thursday, 19 July 2007, or handed to the chairman of the scheme meeting not
later than 10 (ten) minutes before the time for which the scheme meeting is
convened.
Where there are joint holders of any scheme debentures any one of such persons
may vote at the scheme meeting in respect of such debentures as if he was
solely entitled thereto, but if more than one of such joint holders be present
or represented at the scheme meeting, then the person whose name stands first
in the register in respect of such debentures or his proxy, as the case may be,
shall be entitled to vote in respect thereof, as if he were the sole holder of
such debentures.
In terms of the Order of Court dated Tuesday, 26 June 2007, the chairperson of
the scheme meeting must report the results thereof to the Court on Tuesday, 14
August 2007 at 10h00 or so soon thereafter as counsel may be heard. A copy of
the chairperson`s report to the Court will be available on request of and free
of charge to any scheme member, at the registered office of the Applicant
during normal business hours at the addresses referred to above, at least 4
(four) calendar days prior to the date fixed by the Court for the chairman to
report back to it.
The scheme and its implementation is subject to the fulfilment of certain
conditions precedent stated in the scheme, one of such conditions being its
sanction by the Court.
Keith Getz
Chairman of the scheme meeting
Applicant`s attorneys Applicant`s sponsor
Edward Nathan Sonnenbergs Inc. PricewaterhouseCoopers
(Registration number 2006/018200/21) Corporate Finance
1 North Wharf Square (Proprietary) Limited
Loop Street (Registration number 1970/003711/07)
Foreshore 2 Eglin Road
Cape Town Sunninghill
8001 2157
Reference: Mr M S Darsot/Ms C Speirs Reference: Ms T Botha
Tel: 2721 410 2500 Tel: 2711 797 4906
Fax: 2721 410 2555 Fax: 2711 209
Date: 27/06/2007 08:00:59 Produced by the JSE SENS Department.
