| Wed 4 Jul 2007, 8:00 | | BRC - Brandcorp - Notice Of Scheme Meeting |
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BRC
BRC
BRC - Brandcorp - Notice Of Scheme Meeting
BRANDCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1992/006647/06)
Share code: BRC & ISIN number: ZAE000013611
("Brandcorp")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number 07/14212
In the ex parte application of:-
BRANDCORP HOLDINGS LIMITED Applicant
(Registration number 1992/006647/06)
NOTICE OF SCHEME MEETING
1 Under authority of an Order of the High Court of South Africa
(Witwatersrand Local Division) ("the Court") issued in the above matter on
Tuesday, 3 July 2007, this notice serves to convene a meeting ("the scheme
meeting") of shareholders of the Applicant (other than Interbrand
(Proprietary) Limited ("Interbrand") and Main Street 565 (Proprietary)
Limited ("the proposer") to the extent that it holds shares in the
Applicant) who are recorded in the register of the Applicant as such at
17h00 on Wednesday, 25 July 2007 ("the scheme members").
2. The scheme meeting will be held at 10h00 on Monday, 30 July 2007, at the
offices of the Applicant`s JSE Limited sponsor, Java Capital (Proprietary)
Limited, 2 Arnold Road, Rosebank, Johannesburg, 2196. Mr Christopher Haig
Ewing (or failing him, Mr Ian Keith Hayes) has been appointed by the Court
as chairperson and the chairperson`s address is c/o Cliffe Dekker
Incorporated, Fourth Floor, 1 Protea Place, Sandown, Sandton (Private Bag
X7, Benmore 2010).
3 The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification agreed to between the proposer and the
Applicant) to the scheme of arrangement ("the scheme") proposed by the
proposer between the Applicant and its shareholders (other than Interbrand
and the proposer to the extent that it holds shares in the Applicant). The
object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 5.2 of the scheme of
arrangement contained in the circular dated 4 July 2007 ("the circular"),
the proposer will acquire 100% of the issued ordinary shares in the
Applicant that it does not already own (excluding the treasury shares held
by Interbrand) from the Applicant`s shareholders who are registered as such
on the scheme consideration record date (as referred to in the circular and
which is expected to be Friday, 17 August 2007) ("the scheme
participants"). In terms of the scheme, the scheme participants will
receive the scheme consideration for every share in the Applicant held on
the scheme consideration record date. The scheme consideration is R17.40
per share plus, if the operative date of the scheme occurs after
1 September 2007, interest on R17.40 at a rate of 10% per annum (nominal
annual compounded monthly in arrear) for the period from 1 September 2007
to the date on which the scheme consideration is paid, including the first
day and excluding the last day. If Brandcorp declares any dividend or makes
any payment of dividends between 21 May 2007 and the operative date, the
aggregate scheme consideration will be reduced by an amount equal to the
aggregate amount of such dividend or payment, including any Secondary Tax
on Companies payable by Brandcorp in respect thereof.
4 Copies of this notice, the scheme, the Explanatory Statements in terms of
section 312(1)(a) of the Companies Act, 1973 (Act 61 of 1973), the form of
proxy and the Order of Court convening the scheme meeting are included in
the circular of which this notice forms part and copies thereof may be
inspected at and may, on request, be obtained free of charge, during normal
business hours for at least 2 weeks prior to the date of the scheme meeting
from the registered address of the Applicant being 3rd Floor, Palm Grove,
196 Louis Botha Avenue, Houghton Estate, Johannesburg, 2198 and at the
business address, being Unit 5, Omni Park, Aerodrome Road, Aeroton, and at
the offices of the Applicant`s JSE Limited sponsor, Java Capital
(Proprietary) Limited, at 2 Arnold Road, Rosebank, 2196 by any scheme
member.
5 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 Depository Participant
("CSDP") and has "own name" registration ("dematerialised own name scheme
member"), may attend, speak and vote in person at the scheme meeting or any
adjourned scheme meeting, or may appoint one or more proxies (who need not
be shareholders of the Applicant) to attend, speak and vote at the scheme
meeting in the place of such certificated scheme member or dematerialised
own name scheme member. Forms of proxy for this purpose, for completion by
certificated scheme members and dematerialised own name scheme members
only, are included in the circular, which was posted to scheme members at
their addresses as recorded in the register of certificated shareholders
and the sub-register of holders of dematerialised shares of the Applicant
not more than four calendar days before the date of such posting. If more
than one person is appointed on a single form of proxy, 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 members or joint dematerialised own name scheme members
stand in the Applicant`s register of shareholders) 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.
6 Properly completed forms of proxy 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
(PO Box 61051, Marshalltown 2107) to be received by no later than 10h00 on
Thursday, 26 July 2007, or on the business day immediately preceding any
adjourned meeting, or handed to the chairman of the scheme meeting no later
than ten minutes before the scheme meeting or adjourned meeting is due to
commence or recommence. Notwithstanding the aforegoing, the chairman of
the scheme meeting may approve in his discretion the use of any other form
of proxy.
7 Each person 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 in person at
the scheme meeting or adjourned meeting only if such dematerialised scheme
member informs his/her CSDP or broker timeously of his/her intention to
attend and vote at the scheme meeting or adjourned meeting or be
represented by proxy thereat in order for his/her CSDP or broker to issue
him/her with the necessary authorisation 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 proxy forms in terms of each individual
dematerialised scheme member`s instruction.
8 The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10h00 or so
soon thereafter as counsel may be heard on Tuesday, 7 August 2007. During
normal business hours in the week preceding that date a free copy of the
chairperson`s report to Court will be available to any scheme member at the
chairperson`s office and the Applicant`s registered office and business
address referred to in paragraph 4.
Christopher Haig Ewing
Chairperson of the scheme meeting
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue, Rosebank
JOHANNESBURG
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell
Johannesburg
4 July 2007
Independent advisor, corporate law advisors
and sponsor to Brandcorp
Java Capital (Proprietary) Limited
Corporate advisor to the proposer
Hyde Park Capital
Attorneys and tax advisor to the proposer
Webber Wentzel Bowens
Attorneys to Brandcorp and attorneys to the scheme
Fluxmans Incorporated
Date: 04/07/2007 08:00:03 Produced by the JSE SENS Department.
