| Wed 12 Sep 2007, 7:00 | | ELD - Eland Platinum Holdings Limited - Order of C |
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ELD
ELD
ELD - Eland Platinum Holdings Limited - Order of Court
Eland Platinum Holdings Limited
(Registration number 2005/029957/06)
ISIN: ZAE000078655
JSE share code: ELD
("Eland")
ORDER OF COURT
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)
Upon the motion of Counsel for the Applicant and having read the notice of
motion and the other documents filed on record:
IT IS ORDERED THAT:
1. A meeting ("scheme meeting") in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973) as amended ("Companies Act"), of all shareholders of the
Applicant registered as such at the close of business on Tuesday 2 October
2007, ("scheme members") be convened by the chairperson ("Chairperson")
referred to in paragraph 2 of this Order on Friday 5 October 2007 (or any
adjourned meeting determined by the Chairperson) for the purpose of
considering and, if deemed fit, approving, with or without modification, the
scheme of arrangement ("scheme") proposed by Xstrata South Africa (Pty)
Limited between the Applicant and the shareholders of the Applicant registered
as such at the close of business on the Friday (or if that Friday is not a
business day, the immediately preceding business day) at least 5 (five)
business days following the date upon which all the suspensive conditions to
the scheme are fulfilled or waived, as applicable.
2. Mr Christopher Haig Ewing, or failing him, Mr Ian Keith Hayes, both
attorneys practicing as such as directors of Cliffe Dekker Inc or failing both
of them, any other independent person appointed by the Court be and are hereby
appointed as the Chairperson of the scheme meeting with authority to:
2.1 convene the scheme meeting;
2.2 determine whether or not any form of proxy submitted no later than 10
(ten) minutes before the scheduled commencement time of the scheme meeting for
use at the scheme meeting and any adjournment thereof is valid and should be
accepted;
2.3 adjourn the scheme meeting from time to time (with the need for
publication, timing and distribution thereof being at the discretion of the
Chairperson) should it be considered that such adjournment is necessary;
2.4 determine the validity and acceptability of any share register and/or sub-
register kept or maintained in respect of the shares in the issued share
capital of the Applicant;
2.5 determine the procedures (including the procedure in relation to proxies)
to be followed at the scheme meeting or any adjournment thereof; and
2.6 appoint scrutineers for purposes of the scheme meeting or any adjournment
thereof.
3. The Applicant shall cause a notice convening the scheme meeting
(substantially in the form contained in the papers before the Court), to be
published in the Government Gazette and once in each of the "Business Day" and
"Die Beeld" newspapers in South Africa, at least 2 (two) weeks before the date
of the scheme meeting. The said notice shall state:
3.1 the basic characteristics of the scheme;
3.2 the time, date and venue of the scheme meeting;
3.3 that the scheme meeting has been convened in terms of this Order to
consider and, if deemed fit, to approve, with or without modification, the
scheme;
3.4 that a copy of this Order, 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 statement setting out the
material interests of directors of the Applicant in terms of section
312(1)(a)(iii) of the Companies Act, may be inspected during normal business
hours at any time prior to the scheme meeting at the registered office of the
Applicant, being Eland House, The Braes, 3 Eaton Road, Bryanston, Gauteng,
2021; and
3.5 that a copy of this Order, 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 statement setting out the
material interests of directors of the Applicant in terms of section
312(1)(a)(iii) of the Companies Act, may be obtained free of charge on request
during normal business hours and at any time prior to the scheme meeting, by
any scheme member at the registered office of the Applicant in paragraph 3.4
above.
4. Copies of:
4.1 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 statement setting out the material interests of
directors of the Applicant in terms of section 312(1)(a)(iii) of the Companies
Act, substantially in the form of the scheme and explanatory statement,
valuation statement and directors interests statement attached to the papers
before the Court;
4.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before the Court stating the time, date and
place of the scheme meeting;
4.3 the form of proxy (green) to be used at the scheme meeting substantially
in the form of proxy attached to the papers before the Court; and
4.4 this Order,
shall be sent by ordinary post at least 2 (two) weeks before the date of the
scheme meeting to:
(i) each of the members of the Applicant at the address reflected in the
Applicant`s register of members, at the close of business on a date not more
than 5 (five) business days before the date of such posting; and
(ii) those persons certified by the Central Securities Depository Participants
("CSDP") administering the sub-registers of the Applicant, as being
shareholders of the Applicant registered as such on such sub-registers and
beneficial owners of the shares so recorded on a date not more than 5 (five)
business days before the date of such posting.
5. The date of posting of the documents referred to in paragraph 4.4 shall be
evidenced by an affidavit deposed to by a representative of the Applicant duly
supported by post office receipts.
6. A copy of the documents referred to in paragraph 4, shall lie for
inspection at the registered office of the Applicant at Eland House, The
Braes, 3 Eaton Road, Bryanston, Gauteng, 2021 during normal business hours for
at least 14 (fourteen) calendar days prior to the date of the scheme meeting.
7. The Chairperson shall report by way of affidavit the results of the scheme
meeting to this Court on 13 November 2007.
8. The report required by this Court from the Chairperson shall give details
of:
8.1 the number of Applicant`s members present in person (including those
represented) at the scheme meeting and the number of shares held by them;
8.2 the number of the Applicant`s members represented by proxy at the scheme
meeting and the number of shares held by them, together with information as to
the number represented by the Chairperson in terms of proxies annexed to the
scheme document;
8.3 any proxies which have been disallowed;
8.4 all resolutions passed at the scheme meeting, with particulars of the
number of votes cast in favour of and against each such resolution and of any
abstentions, indicating how many votes were cast by the Chairperson in terms
of proxies which were annexed to the scheme document;
8.5 all rulings made and directions given by the Chairperson at the scheme
meeting or any adjournment thereof;
8.6 the relevant portions of documents and reports submitted or tabled at the
scheme meeting which bear on the merits or demerits of the scheme, including
copies thereof; and
8.7 the main points of any other proposals which were submitted to the scheme
meeting.
9. The Applicant shall arrange to make available at the registered office of
the Applicant specified in paragraph 6 (and the notice of the scheme meeting
which is published and sent to the scheme members shall include a statement
that it will be so available) a copy of the Chairperson`s report, to this
Court, free of charge, to any scheme member on request, for 1 (one) week from
and inclusive of Monday 8 October 2007.
10. Any scheme members who hold certificated shares in the Applicant or
dematerialised shares in the Applicant through CSDP or brokers and have "own
name" registration, who wish to vote by proxy at the scheme meeting, shall by
no later than 10:00 on Wednesday 3 October 2007, tender their forms of proxy
at the address stipulated therein, or hand the forms of proxy to the
Chairperson at least 10 (ten) minutes before the scheduled time for the start
of the scheme meeting.
11. Any scheme members who hold dematerialised shares in the Applicant through
CSDP or brokers and do not have "own name" registration, who wish to attend at
and vote at the scheme meeting, should timeously inform their CSDP or brokers
of their intention to attend and vote at the scheme meeting or be represented
by a proxy vote thereat in order for the CSDP or brokers to issue them with
the necessary authorisation to do so or should they not wish to attend the
scheme meeting in person, timeously provide their CSDP or brokers with their
voting instructions in order for the CSDP or brokers to vote at the scheme
meeting in accordance with such instructions.
By Order of the Court
Registrar
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 07:00:15 Produced by the JSE SENS Department.
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