| Wed 7 Nov 2007, 16:00 | | BTG - Bytes Technology Group Limited - Notice of s |
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BTG
BTG
BTG - Bytes Technology Group Limited - Notice of scheme meeting
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 07/27007
In the ex parte application of
BYTES TECHNOLOGY GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1911/003874/06)
Share code: BTG & ISIN: ZAE000029526
("Bytes")
Notice is hereby given in terms of an Order of Court dated Tuesday, 6 November
2007 in the above matter that the High Court of South Africa (Witwatersrand
Local Division) has ordered in accordance with the provisions of section 311
of the Companies Act, 1973 (Act 61 of 1973) as amended (the "Act"), that a
meeting (the "Scheme Meeting") of the ordinary shareholders of the Applicant,
other than Allied Electronics Corporation Limited ("Altron") and its
subsidiaries, (collectively the "Altron Group") registered as such at the
close of business on Thursday ,29 November 2007 (the "Scheme Members"),
holding ordinary shares in the Applicant with no par value ("Bytes Shares"),
be held at 10:00 on Monday, 3 December 2007 or immediately after the
conclusion of the Allied Technologies Limited scheme meeting to be held at
9:30 on Monday, 3 December 2007, whichever is the later, in the boardroom at
79 Central Street, Houghton, Johannesburg, under the chairmanship of Advocate
Michael Kuper SC or failing him Advocate Rafik Bhana SC, for the purpose of
considering and, if deemed fit, approving, with or without modification, the
scheme of arrangement (the "Scheme") proposed by Altron between the Applicant
and its ordinary shareholders other than the Altron Group, provided that the
Scheme Members will not be entitled to agree upon any modification to the
Scheme without the prior consent of Altron and the Applicant.
The basic characteristic of the Scheme is that, upon its implementation, all
of the Bytes Shares held by the Applicant`s ordinary shareholders other than
the Altron Group, recorded as such in the share register of the Applicant on
the scheme record date (the "Scheme Record Date") (which date is expected to
be Friday, 11 January 2008) (the "Scheme Participants"), will be acquired by
Altron, and each Scheme Participant will receive, either
0,43565 participating preference shares in the share capital of Altron
("Altron Participating Preference Shares") per Bytes Share held by the
Scheme Participant on the Scheme Record Date; or
as an alternative, 0,40715 ordinary shares in the share capital of Altron
("Altron Ordinary Shares") per Bytes Share held by the Scheme Participant
on the Scheme Record Date in respect of 15% of the Scheme Participant`s
aggregate holding of Bytes Shares, and in respect of the remaining 85% of
the Scheme Participants aggregate holding of Bytes Shares, 0,43565 Altron
Participating Preference Shares per Bytes Share held by the Scheme
Participant on the Scheme Record Date (the "Ordinary Share
Consideration").
Scheme Participants who elect to receive the Ordinary Share Consideration
may receive further Altron Ordinary Shares in exchange for their Bytes
Shares depending on, inter alia, the election made by other Scheme
Participants and the election made by participants of the scheme of
arrangement to be proposed simultaneously by Altron between Allied
Technologies Limited and its ordinary shareholders other than Altron and
its subsidiaries including Altron One Nominees (Proprietary) Limited.
The terms of the Scheme and the consideration to be received by Scheme
Participants are more fully set out in the Circular (as defined below)
which has been sent to the shareholders of the Applicant.
Copies of the Scheme and explanatory statement in terms of section
312(1)(a)(i) of the Act, explaining the Scheme, a copy of the Order of Court
convening the Scheme Meeting, this notice and the form of proxy to be used at
the Scheme Meeting are included in a document which has been sent to
shareholders of the Applicant (the "Circular") and copies may be obtained on
request free of charge from the Applicant at its registered office, The
Avenues North, 6 Mellis Road, Rivonia, Sandton, 2196 or the office of the
transfer secretaries, Computershare Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 ("Transfer
Secretaries") during normal business hours from Thursday, 8 November 2007.
Each Scheme Member who holds certificated shares or who holds dematerialised
shares through a Central Securities Depository Participant ("CSDP") and has
"own-name" registration may attend, speak and vote in person at the Scheme
Meeting and may appoint any other person or persons (who need not be a member
of the Applicant) as a proxy or proxies to attend, speak and vote in such
member`s place at the Scheme Meeting. Additional forms of proxy may be
obtained on request from the registered office of the Applicant or the office
of the Transfer Secretaries as set out above.
Each Scheme Member who holds dematerialised shares and does not have "own-
name" registration must timeously inform his CSDP or broker should he wish to
attend, speak and vote at the Scheme Meeting and apply to his CSDP or broker
for a letter of representation enabling him to attend the Scheme Meeting or
timeously provide his CSDP or broker with his voting instruction in order for
the CSDP or broker to vote on his behalf at the Scheme Meeting.
Each form of proxy must be completed and signed in accordance with the
instructions printed thereon and must be lodged with or posted to the Transfer
Secretaries to be received no later than 09:30 on Friday, 30 November 2007, or
handed to the chairman of the Scheme Meeting no later than 10 (ten) minutes
before the Scheme Meeting is due to commence. Where there are joint holders of
Bytes Shares, any one of such persons may vote at the Scheme Meeting in
respect of such Bytes Shares as if he was solely entitled thereto, but if more
than one of such joint holders be present or represented at the Scheme
Meeting, then the one of the said persons whose name stands first in the
Applicant`s share register or his proxy, as the case may be, shall alone be
entitled to vote in respect thereof, as if he was the sole holder of such
Bytes Shares.
In terms of the Order of Court, the chairman of the Scheme Meeting will report
the result of such meeting to the above Honourable Court at 10:00 or as soon
thereafter as Counsel may be heard on Tuesday, 11 December 2007. A copy of the
chairman`s report will be available on request (free of charge) to any
shareholder of the Applicant from the registered office of the Applicant or
from the office of the Transfer Secretaries referred to above, during normal
business hours for at least 7 (seven) calendar days before the date fixed by
the Court for the chairman to report back to it.
The Scheme is subject to the fulfilment of the conditions precedent stated in
the Scheme, including the sanctioning of the Scheme by the above Honourable
Court.
Chairman of the Scheme Meeting
Advocate Michael Kuper SC
Applicant`s Attorneys
Edward Nathan Sonnenbergs Incorporated
Date: 07/11/2007 16:00:02 Produced by the JSE SENS Department.
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