| Fri 5 Oct 2007, 8:01 | | GDF - Gold Reef Resorts Limited - Notice of scheme |
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GDF
GDF
GDF - Gold Reef Resorts Limited - Notice of scheme meeting
In the ex parte application of:
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
JSE share code: GDF
ISIN: ZAE000028338
("Gold Reef" or "the Company")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 20663/07
In the ex parte application of:
GOLD REEF RESORTS LIMITED Applicant
(Registration number 1989/002108/06)
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Tuesday, 2
October 2007, the High Court of South Africa (Witwatersrand Local Division)
(the "Court") has ordered, in accordance with the provisions of section 311 of
the Companies Act (61 of 1973, as amended) (the "Companies Act"),
that a meeting (the "Scheme Meeting") of the shareholders of the Applicant,
other than Aldiss Investments (Proprietary) Limited (a wholly-owned subsidiary
of the Applicant and the holder of 14 427 602 treasury shares in the Applicant)
("Aldiss"), registered as such in the Applicant`s share register and of the
registered dematerialised shareholders of the Applicant reflected as such in
the sub-registers of the Applicant maintained by the Central Securities
Depository Participants ("CSDP"), both at 17:00 on Thursday, 25 October 2007 or,
if this Scheme Meeting is adjourned, at 17:00 on the business day that is 2
(two) business days before the date of such adjourned meeting (the "Scheme
Members"), be held under the chairmanship of Advocate Ahmed Rafik Bhana, or
failing him, Mziwandile Ezra Clavis Davids or, failing both of them, any other
independent person nominated for that purpose by Edward Nathan Sonnenbergs
Incorporated and approved by the Court (the "Chairperson"), at 09:00, on
Monday, 29 October 2007 (or any adjourned time or date as determined by the
Chairperson) in the boardroom at Gold Reef City, Gate 4, Northern Parkway,
Ormonde, Johannesburg, South Africa for the purpose of considering and, if
deemed fit, of approving, with or without modification, the scheme of
arrangement (the "Scheme") proposed by Fluxrab Investments No 159 (Proprietary)
Limited (the "Offeror") between the Applicant and the shareholders of the
Applicant, other than Aldiss, registered as such on the record date for
the Scheme and who are therefore entitled to receive consideration in respect
of their shares (the "Scheme Participants"); provided that the Scheme Meeting
shall not be entitled to agree to any modification of the Scheme which will
have 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
Scheme by the Court.
The basic essence of the Scheme is that, upon implementation, the Offeror will
acquire all the issued shares of the Applicant, other than the issued shares
held by Aldiss, and will as a result effectively acquire control and ownership
of the underlying assets and businesses of the Applicant. In terms of the
Scheme, the Scheme Participants will receive R34,00 (the "Scheme Consideration")
for each share in the Applicant (the "Scheme Share") held by such Scheme
Participant on the consideration record date, which Scheme Consideration is
expected to be paid on Monday, 31 December 2007. The consideration will be
increased by one South African cent per Scheme Share per business day from
1 January 2008 until the operative date of the Scheme, if applicable.
Copies of this notice, the Scheme, the explanatory statement in terms of
section 312(1)(a)(i) of the Companies Act, the form of proxy to be used at the
Scheme Meeting, the Order of Court authorising the convening of the Scheme
Meeting and a form of acceptance, surrender and transfer shall be sent by the
Applicant by pre-paid registered post at least 14 (fourteen) calendar days
before the date of the Scheme Meeting to: (a) each shareholder whose name
appears on the Applicant`s register and sub-registers, to that shareholder`s
address appearing in the register and relevant sub-register (as the case may
be) and (b) each person who is beneficially entitled to shares in the
Applicant, to that person`s address identified by Link Market Services South
Africa (Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box
4844, Johannesburg, 2000) (the "Transfer Secretaries"). The identification
of each such shareholder and person beneficially entitled to the Applicant`s
shares and their respective addresses shall be performed by the Transfer
Secretaries and shall take place at 17:00 on the day not more than 5 (five)
business days (being a day other than a Saturday, Sunday or gazetted South
African public holiday) before the date of posting. In addition, copies
may on request by the shareholders of the Applicant during normal business
hours be inspected or obtained free of charge, at any time prior to the
Scheme Meeting or any adjournment thereof, at the registered office of
the Applicant, at Gold Reef City, Gate 4, Northern Parkway, Ormonde,
Johannesburg, South Africa.
Each Scheme Member who holds certificated shares in the Applicant (the
"Certificated Scheme Member") or who holds dematerialised shares in the
Applicant through a CSDP or broker and has selected "own-name" registration
("Dematerialised Own Name Scheme Member") may attend, speak and vote in person
at the Scheme Meeting or any adjournment thereof, or may appoint any other
person or persons (who need not be shareholders of the Applicant) as a proxy or
proxies to attend, speak and vote, or abstain from voting at the Scheme Meeting
or any adjournment thereof in the place of such Certificated Scheme Member or
Dematerialised Own Name Scheme Member.
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, or will be, posted to all holders of shares in the
Applicant at their addresses as recorded in the register of members of the
Applicant at the close of business 4 (four) business days before the date of
such posting and in respect of holders of dematerialised shares, at the
addresses as notified by Strate Limited to the Transfer Secretaries
at the close of business not more than 4 (four) business days before the date
of such posting. If more than 1 (one) proxy is appointed on a single form of
proxy, then only 1 (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).
Each form of proxy should be properly completed and signed in accordance with
the instructions contained therein and lodged with or posted to the Transfer
Secretaries, so as to be received by no later than 09:00 on Friday, 26 October
2007 or on the business day immediately preceding any adjourned Scheme Meeting,
or handed to the Chairperson no later than 10 (ten) minutes before the time for
which the Scheme Meeting has been convened. Notwithstanding the foregoing, the
Chairperson may approve in the Chairperson`s discretion the use of any other
form of proxy.
Each Scheme Member who holds dematerialised shares in the Applicant through a
CSDP or broker, who wishes to attend, speak and vote at the Scheme Meeting or
adjournment thereof, in person or by proxy should: (a) timeously inform his
CSDP or broker of his intention to attend and vote in person at the Scheme
Meeting or adjournment thereof or be represented by proxy thereat in order for
the CSDP or broker to issue him with the necessary authorisation to do so or
(b) timeously provide his CSDP or broker with his voting instruction in terms
of their custody agreement should he not wish to attend the Scheme Meeting in
person, in order for the CSDP or broker to vote in accordance with his
instruction at the Scheme Meeting. The CSDP or broker will then provide the
Transfer Secretaries with a form of proxy in terms of each individual. Where
there are joint holders of the Applicant`s shares, any one of such persons may
vote at the Scheme Meeting or adjournment thereof in respect of those shares as
if such joint holder was solely entitled thereto, but if more than 1 (one) of
the joint holders is present or represented at the Scheme Meeting or
adjournment thereof, then the joint holder whose name appears first in the
Applicant`s register of members in respect of such shares (or his proxy) will
be entitled to vote in respect of those shares at the Scheme Meeting. If more
than 1 (one) proxy is appointed on a single proxy, then only 1 (one) of these
proxies (in order of appointment) will be entitled to exercise that proxy.
Each person who holds a beneficial interest in dematerialised shares in the
Applicant (the "Dematerialised Scheme Member") and has not selected "own-name"
registration may attend, speak and vote in person at the Scheme Meeting or
adjournment thereof, only if such Dematerialised Scheme Member informs its CSDP
or broker timeously of its intention to attend and vote at the Scheme Meeting
or adjournment thereof or be represented by proxy thereat, in order for its
CSDP or broker to issue it with the necessary authorisation to do so, or such
Dematerialised Scheme Member provides its CSDP or broker timeously with its
voting instruction should such Dematerialised Scheme Member not wish to attend
the Scheme Meeting or adjournment thereof in person in order for the CSDP or
broker to vote in accordance with its instruction at the Scheme Meeting or
adjournment thereof. The CSDP or broker will then provide the Transfer
Secretaries with a form of proxy in terms of each individual Dematerialised
Scheme Member`s instruction.
Holders of shares (whether certificated or dematerialised) who hold such shares
through a nominee should timeously make the arrangements with that nominee or,
if applicable, CSDP or broker, to enable them to attend and vote at the Scheme
Meeting or to enable their votes in respect of their shares in the Applicant to
be cast at the Scheme Meeting by that nominee or a proxy or a representative.
In terms of section 311(2)(b) of the Companies Act, the Scheme requires the
approval at the Scheme Meeting of a majority representing not less than 3/4
(three-quarters) of the votes exercisable by the Scheme Members present and
voting either in person or by proxy at the Scheme Meeting or adjournment
thereof.
In terms of the Order of Court, the Chairperson must report the result thereof
to the Court on Tuesday, 13 November 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
available, free of charge, to any Scheme Member on request, at the registered
office of the Applicant during normal business hours for at least 7 (seven)
calendar days prior to Tuesday, 13 November 2007 or any extension of such date.
Copies of this notice, the form of proxy to be used at the Scheme Meeting, the
Scheme, the explanatory statement in terms of section 312 of the Companies Act
explaining the Scheme and the Order of Court convening the Scheme Meeting may
be obtained on request, free of charge, from the Applicant at the time and
places mentioned below and have been, or will be, posted to all holders of
shares in the Applicant at their addresses as recorded in the register of
members of the Applicant at the close of business 4 (four) business days before
the date of such posting and in respect of holders of dematerialised shares, at
the addresses as notified by Strate Limited to the Transfer Secretaries, such
names and addresses having been determined as at 17:00 not more
than 4 (four) business days before the date of such posting. Such documents may
be inspected, during normal business hours, up to and including, the Scheme
Meeting or any adjournment thereof, at the registered office of the Applicant
at Gold Reef City, Gate 4, Northern Parkway, Ormonde, Johannesburg, the office
of Transfer Secretaries and at the office of the Chairperson, c/o the
Applicant`s attorneys, whose address is given at the foot of this notice.
Ahmed Rafik Bhana
Chairperson of the Scheme Meeting
EDWARD NATHAN SONNENBERGS INCORPORATED
Applicant`s attorneys
150 West Street, Sandown, Sandton, 2196
Tel: (011) 269-7600
Fax: (011) 269-7899
Ref: Pat Cronin/Richard Bell
c/o FLUXMANS INCORPORATED
11 Biermann Avenue
Rosebank, 2196
Johannesburg
Private Bag 41, Saxonwold, 2132
Docex 54, Johannesburg
Tel: (011) 328 1700
Fax: (011) 880 2261
Ref: B Blumenthal
Date: 05/10/2007 08:01:01 Produced by the JSE SENS Department.
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