| Fri 5 Oct 2007, 8:02 | | GDF - Gold Reef Resorts Limited - Order of court |
|
GDF
GDF
GDF - Gold Reef Resorts Limited - Order of court
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")
ORDER OF COURT
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)
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 (the "Scheme Meeting") in terms of section 311(1) of the Companies
Act (61 of 1973, as amended) (the "Companies Act"), 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 the 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 convened under the chairmanship of
the Chairperson referred to in paragraph 2 of this Order of Court (the
"Order"), to be held at 09:00 on Monday, 29 October 2007 (or any adjourned time
or date as determined by the Chairperson of the Scheme Meeting) (the "Adjourned
Meeting"), at Gold Reef City, Gate 4, Northern Parkway, Ormonde, Johannesburg,
South Africa for the purpose of considering and, if deemed fit, approving with
or without modification, the scheme of arrangement 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 in the Applicant (the "Scheme
Participants"), substantially in the form of the scheme attached to the
application in respect of which this Order is given (the "Scheme"), 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 to accrue
in terms thereof to Scheme Participants;
2. 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 this Court,
be and is hereby appointed as chairperson of the Scheme Meeting (the
"Chairperson");
3. The Chairperson is authorised to:
3.1 procure the publication of the notice of Scheme Meeting;
3.2 procure dispatch of the relevant document in connection with the Scheme;
3.3 convene the Scheme Meeting;
3.4 adjourn the Scheme Meeting from time to time:
3.4.1 if the Chairperson considers it necessary or desirable to do so; or
3.4.2 if the Chairperson is directed to do so by the Applicant and the Offeror
in writing;
3.5 appoint one or more scrutineers for the purpose of the Scheme Meeting or
any Adjourned Meeting;
3.6 determine:
3.6.1 the validity and acceptability of forms of proxy submitted for use at the
Scheme Meeting or any Adjourned Meeting; and
3.6.2 the procedure to be followed at the Scheme Meeting or Adjourned Meeting,
including, but not limited to, determining the method of notification of
any adjournment, voting at the Adjourned Meeting, delivery of forms of
proxy for and counting of votes at, the Adjourned Meeting;
3.7 accept the forms of proxy handed to the Chairperson by no later than 10
(ten) minutes before the Scheme Meeting is due to commence or recommence
after any adjournment;
4. The Applicant shall cause a notice convening the Scheme Meeting
(substantially in the form attached to the papers before this Honourable Court)
to be published once in each of the Government Gazette, Business Day, Sunday
Times, Die Beeld and Rapport in South Africa, at least 14 (fourteen) calendar
days before the date of the Scheme Meeting.
The said notice shall state:
4.1 the time, date and venue of the Scheme Meeting;
4.2 that the Scheme Meeting has been convened in terms of this Order to
consider and, if deemed fit, approve, with or without modification, the
Scheme;
4.3 that a copy of this Order, the provisions of the Scheme and the explanatory
statement in terms of section 312(1) of the Companies Act may be obtained
on request free of charge, or inspected free of charge during normal
business hours at any time prior to the Scheme Meeting at the registered
office of the Applicant at Gold Reef City, Gate 4, Northern Parkway,
Ormonde, Johannesburg, South Africa and at the office of the Chairperson
c/o the Applicant`s attorneys (whose address is at the foot of this Order);
4.4 that a copy of this Order, the Scheme and the statement in terms of section
312(1) of the Companies Act may be obtained free of charge on request
during normal business hours at any time prior to the Scheme Meeting at the
address given in paragraph 4.3 above; and
4.5 the basic characteristics of the Scheme;
5. A copy of:
5.1.1 the Scheme and the explanatory statement in terms of section 312(1) of the
Companies Act, substantially in the form of the Scheme and the explanatory
statement attached to the papers before the Court;
5.1.2 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;
5.1.3 the form of proxy and the form of acceptance, surrender and transfer to be
used at the Scheme Meeting, substantially in the form of the form of proxy
and form of acceptance, surrender and transfer attached to the papers
before the Court; and
5.2 this Order,
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:
5.2.1 each certificated shareholder of the Applicant at his address as recorded
in the register of members of the Applicant;
5.2.2 each dematerialised shareholder of the Applicant reflected as such in the
sub- register of the Applicant maintained by the relevant CSDP at such
addresses, such shareholders and addresses being those notified to
Link Market Services South Africa (Proprietary) Limited, 11 Diagonal
Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000)
(the "Transfer Secretaries") by Strate Limited; and
5.2.3 such persons at such addresses as may be notified to the Transfer
Secretaries by Strate Limited as being a beneficial holder of any such
scheme shares recorded in the records of the CSDP members of the JSE
Limited or licensed nominees, to which beneficial holder the relevant CSDP,
members of the JSE Limited or licensed nominees or such beneficial
shareholder, requires such documents to be sent,
all such persons and addresses to be determined at 17:00 not more than 4 (four)
business days before the date of such posting;
6. Evidence of:
6.1 the name and address of each of the persons identified in paragraphs 5.2.1,
5.2.2 and 5.2.3 above shall be by affidavit deposed to by the Transfer
Secretaries; and
6.2 the date of posting of the document referred to in paragraph 5 above, shall
be by an affidavit deposed to by a representative of the printers of the
Applicant duly supported by Post Office receipts;
7. The identification of each such shareholder and person beneficially entitled
to the Applicant`s shares and their respective addresses referred to in
paragraph 5 above shall take place at 17:00 on the day not more than 5
(five) business days (other than a Saturday, Sunday or gazetted South
African public holiday) before the date of posting;
8. A copy of the document referred to in paragraph 5 above may be obtained free
of charge from, and shall lie for inspection at the registered office of the
Applicant at, Gold Reef City, Gate 4, Northern Parkway, Ormonde,
Johannesburg, South Africa during normal business hours for at least 14
(fourteen) calendar days prior to the date of the Scheme Meeting;
9. The Applicant shall publish a notice of any Adjourned Meeting
(and any consequent amendment of the dates and times for
registration in order to be a Scheme Member and for delivery of proxies) on
SENS and in each of Business Day, Die Beeld, Rapport and Sunday Times, not
less than 7 (seven) calendar days prior to the earliest of the amended dates
and times;
10. The Chairperson shall report the results of the Scheme Meeting to this
Honourable Court on Tuesday, 13 November 2007 at 10:00 or so soon
thereafter as Counsel may be heard;
11. The report required by this Honourable Court from the Chairperson shall
give details of:
11.1 the number of the Scheme Members present in person (including those
represented) at the Scheme Meeting or Adjourned Meeting and the number of
scheme shares held by them;
11.2 the number of the Scheme Members represented by proxy at the Scheme
Meeting or Adjourned Meeting and the number of scheme shares held by them,
together with information as to the number represented by the Chairperson
in terms of proxies;
11.3 the number of scheme shares held by all Scheme Members;
11.4 any proxies which have been disallowed and the reasons therefor;
11.5 all resolutions passed at the Scheme Meeting or Adjourned Meeting with
particulars of the number of votes cast in favour of and against each such
resolution and of any abstentions, indicating in each case how many votes
were cast by the Chairperson in terms of proxies;
11.6 all rulings made and directions given by the Chairperson at the Scheme
Meeting or Adjourned Meeting;
11.7 the relevant portions of documents and reports submitted or tabled at the
Scheme Meeting or Adjourned Meeting; and
11.8 the main points of any other proposals which were submitted to the Scheme
Meeting or Adjourned Meeting.
12. The report required by this Honourable Court from the Chairperson shall
comply with the requirements of section FE of the Practice Manual of this
Honourable Court;
13. The Applicant shall arrange to make available at the place mentioned in
paragraph 4.3 above (and the notice of the Scheme Meeting or Adjourned Meeting
which is published and/or sent to the shareholders of the Applicant shall
include a statement that it will be so available) a copy of the Chairperson`s
report to the Court, free of charge, to any Scheme Members on request during
normal business hours, for at least 7 (seven) calendar days before the
date, or any extension of such date, fixed by the Court for the Chairperson
to report back to it, which is expected to be Tuesday, 13 November 2007;
14. Each Scheme Member who holds certificated shares in the Applicant or
dematerialised shares in the Applicant through a CSDP or broker with
"own-name" registration and who wishes to vote by proxy at the Scheme
Meeting, should complete and sign the form of proxy (referred to in
paragraph 5.1.3 above) in accordance with the instructions contained therein
and post such form of proxy to, or lodge it with, the Transfer Secretaries,
so as to be received by no later than 09:00 on Friday, 26 October 2007.
Alternatively, the form of proxy may be handed to the Chairperson of the
Scheme Meeting by no later than 10 (ten) minutes before the time for which
the Scheme Meeting or Adjourned Meeting has been convened;
15. Each Scheme Member who holds dematerialised shares in the Applicant through
a CSDP or broker and who does not have "own-name" registration who wishes
to attend and vote at the Scheme Meeting 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 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; and
16. The report back affidavit shall deal in detail with the steps which were
taken to forward the document referred to in paragraph 5 above to all the
registered shareholders of the Applicant at the relevant date and, in the
case where shareholders of the Applicant hold their shares in the Applicant
in dematerialised form, to the beneficial shareholders of the Applicant.
BY ORDER OF THE COURT
REGISTRAR
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 08:02:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
