| Wed 12 Sep 2007, 7:01 | | ELD - Eland Platinum Holdings Limited - Notice of |
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ELD - Eland Platinum Holdings Limited - Notice of Scheme Meeting
Eland Platinum Holdings Limited
(Registration number 2005/029957/06)
ISIN: ZAE000078655
JSE share code: ELD
("Eland")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 07/21488
(WITWATERSRAND LOCAL DIVISION)
Before the Honourable Justice Saldulker
on Tuesday, 11 September 2007
In the ex parte application of:
ELAND PLATINUM HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number: 2005/029957/06)
NOTICE IS HEREBY GIVEN that in terms of an Order of Court dated 11 September
2007, the High Court of South Africa (Witwatersrand 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, registered as such at 17:00 on
Tuesday 2 October 2007 ("scheme members"), be held at 10:00 on Friday 5
October 2007 under the chairmanship of Mr Christopher Haig Ewing or failing
him Mr Ian Keith Hayes, of Cliffe Dekker Inc., or failing both of them, any
other independent person appointed by this Court ("chairperson"). The meeting
will be held in the auditorium at the offices of Routledge Modise attorneys,
22 Fredman Drive, Sandton (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 Xstrata South Africa (Pty) Limited ("Xstrata")
between the Applicant and its shareholders ("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 basic characteristic of the scheme is that, upon implementation, Xstrata
will become the owner of the entire issued share capital of the Applicant
("the acquisition"). In terms of the scheme, scheme participants will receive
a cash consideration of R105.00 for every 1 (one) ordinary share in the
Applicant held by scheme participants.
The implementation of the scheme is subject to the fulfilment or waiver, as
applicable, of the suspensive conditions stated therein including, but not
limited to, the approval of the acquisition by the competition authorities in
terms of the Competition Act, 1998, the sanction of the scheme by 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.
Scheme members who hold certificated ordinary shares in the Applicant
("certificated scheme members") or who hold dematerialised ordinary shares in
the Applicant through Central Securities Depository Participants ("CSDP") and
have "own-name" registration ("dematerialised own-name scheme members"), 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 members or dematerialised own-name scheme members. A form
of proxy (green) 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 not more than 5 (five) business days before
the date of such posting. If more than 1 (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 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 (green) must be lodged with the
transfer secretaries of the Applicant, Link Market Services South Africa (Pty)
Limited ("transfer secretaries") at 5th Floor, 11 Diagonal Street,
Johannesburg, 2001 or posted to the transfer secretaries at PO Box 4844,
Johannesburg, 2000, to be received by no later than 10:00 on Wednesday 3
October 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 may in the chairperson`s discretion, approve the use of any other
form of proxy.
Scheme members who hold a beneficial interest in dematerialised ordinary
shares in the Applicant and who do not have own-name registration
("dematerialised scheme members") may not attend, speak and vote, or abstain
from voting at the scheme meeting or any adjourned meeting unless such
dematerialised scheme members inform their CSDP or brokers timeously of their
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 their CDSP
or brokers to issue them with the necessary letters of representation in
writing to do so. Alternatively, such dematerialised scheme members must
provide their CSDP or brokers timeously with their voting instructions should
such dematerialised scheme members not wish to attend the scheme meeting or
adjourned meeting in person, in order for their CSDP or brokers to vote in
accordance with their instructions at the scheme meeting or adjourned meeting.
The CSDP or brokers 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 13 November 2007. 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, being Eland House, The
Braes, 3 Eaton Road, Bryanston, Gauteng, during normal business hours for a
period of 1 (one) week from and inclusive of Monday 8 October 2007.
Copies of this notice, the form of proxy (green) to be used at the scheme
meeting or any adjourned meeting, the scheme, the explanatory statement in
terms of section 312(1)(a)(i) of the Companies Act, the valuation statement in
terms of section 312(1)(a)(ii) of the Companies Act and the statement setting
out the material interests of directors of the Applicant in terms of section
312(1)(a)(iii) of the Companies Act 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 Eland House, The Braes, 3 Eaton
Road, Bryanston, Gauteng, 2021.
Chairperson of the scheme meeting
Attorneys for the Applicant
Routledge Modise
Office 13, 2nd Floor
Schreiner Chambers
94 Pritchard Street (cnr Kruis Street)
JOHANNESBURG
PO Box 78333, Sandton City 2146
Docex 7 Sandton Square
Date: 12/09/2007 07:01:01 Produced by the JSE SENS Department.
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