| Thu 8 Nov 2007, 7:16 | | SBK - Standard Bank Group Limited - Notice of sche |
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SBK
SBK
SBK - Standard Bank Group Limited - Notice of scheme meeting
Standard Bank Group Limited
Incorporated in the Republic of South Africa
Registration number 1969/017128/06
JSE Share code: SBK
NSX Share code: SNB
ISIN: ZAE000057378
("Standard Bank Group")
In the High Court of South Africa Case number 07/26990
(Witwatersrand Local Division)
In the matter of the ex parte application of
Standard Bank Group Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1969/017128/06)
NOTICE OF SCHEME MEETING
Notice is hereby given that, in terms of an Order of Court dated Tuesday, 6
November 2007, in the above matter, the High Court of South Africa(Witwatersrand
Local Division) ("the Court") has ordered that a meeting("scheme meeting") in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Companies Act"), of the ordinary shareholders of the Applicant, recorded
in the register of the Applicant at the close of business on Thursday, 29
November 2007 ("the scheme members"), be held under the chairpersonship of Isaac
Vincent Maleka SC or, failing him, Mohammed Ashraf Chohan or failing both of
them, any other independent person nominated for that purpose by Bowman
Gilfillan Inc. and approved by the above Honourable Court ("chairperson"), for
the purpose of considering and, if deemed fit, approving, with or without
modification, the scheme of arrangement ("the scheme") proposed by Industrial
and Commercial Bank of China Limited ("ICBC") between the Applicant and its
ordinary shareholders, provided that the scheme members at the scheme meeting
shall not be entitled to agree to any modification of the scheme that has the
effect of diminishing the rights that are to accrue to scheme participants in
terms of the scheme.
The scheme meeting will be held at 10:00, or 10 minutes after the conclusion or
adjournment of the general meeting, whichever is the later, on Monday, 3
December 2007 (or any adjourned date as determined by the chairperson
("adjourned meeting")) in the HP de Villiers Auditorium, Standard Bank Centre,6
Simmonds Street, Johannesburg.
The scheme is subject to the fulfilment of the conditions precedent stated in
the scheme, one of such conditions being the sanctioning thereof by the above
Honourable Court.
The essence of the scheme is that, upon implementation, ICBC will acquire from
each scheme participant 11.11% of the ordinary shares held by such scheme
participant on the record date of the scheme. This will result in ICBC acquiring
Standard Bank Group ordinary shares representing 10% of the issued share capital
of the Applicant after the implementation of the scheme and the specific issue.
Scheme participants will receive R136.00 in cash for every scheme share acquired
by ICBC pursuant to the scheme.
A copy of this notice, the scheme, the explanatory statement in terms of section
312(1) of the Companies Act explaining the scheme, the form of proxy for use at
the scheme meeting or any adjourned meeting and the Order of Court convening the
scheme meeting, are included in the document of which this notice forms part and
which has been sent to ordinary shareholders of the Applicant, and copies may,
on request by any ordinary shareholder of the Applicant, be inspected at or
obtained free of charge from the registered office of the Applicant at 9th
Floor, Standard Bank Centre, 5 Simmonds Street, Johannesburg and at the offices
of the investment bank and joint sponsor, being The Standard Bank of South
Africa Limited at 5th Floor, 3 Simmonds Street, Johannesburg, during normal
business hours from Friday,16 November 2007 until the date of the scheme
meeting.
Scheme members who hold certificated ordinary shares in the Applicant and scheme
members who hold dematerialised ordinary shares in the Applicant through a
Central Securities Depository Participant ("CSDP") or broker in "own name"
registration form may attend, speak and vote in person at the scheme meeting or
any adjourned meeting, or may appoint one or more proxies (who need not be
members of the Applicant) to attend, speak and vote at the scheme meeting or any
adjourned meeting in the place of such members. A form of proxy for this purpose
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 4 (four)
calendar days before the day of such posting.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2000 in
South Africa (PO Box 61051, Marshalltown, 2107) and Transfer Secretaries
(Proprietary) Limited, Shop 8 Kaiserkrone Centre, Post Street Mall, Windhoek in
Namibia (PO Box 2401, Windhoek) to be received by no later than 10:00 on Friday,
30 November 2007, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson no later than 10 (ten) minutes before the
scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairperson may approve in his discretion
the use of any other form of proxy.
Shareholders who hold dematerialised ordinary shares in the Applicant through a
CSDP or broker not in "own name" registration form who wish to attend and vote
at the scheme meeting or any adjourned meeting should timeously inform their
CSDPs or brokers of their intention to attend and vote at the scheme meeting or
any adjourned meeting in order for their CSDPs or brokers to issue them with the
necessary letter of representation to attend and vote at the scheme meeting, or
should they not wish to attend the scheme meeting or adjourned scheme meeting in
person, they should timeously provide their CSDPs or brokers with their voting
instructions in order for their votes to be represented at the scheme meeting or
any adjourned meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting or any adjourned meeting in respect
of such 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 or any
adjourned meeting, that one of such persons whose name stands first in the
Applicant`s share register in respect of such shares or his proxy, as the case
may be, shall alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting is required to report the results thereof to the above Honourable Court
at 10:00 or so soon thereafter as Counsel may be heard on Tuesday, 18 December
2007. A copy of the chairperson`s report to the Court will be available to any
ordinary shareholder of the Applicant on request free of charge at the
registered office of the Applicant, at Standard Bank Group, 9th Floor, Standard
Bank Centre, 5 Simmonds Street, Johannesburg, and at the offices of the
investment bank and joint sponsor, being The Standard Bank of South Africa
Limited at 5th Floor, 3 Simmonds Street, Johannesburg, during normal business
hours from Tuesday, 4 December 2007 until the date fixed by the Court for the
chairperson to report back to it. If the scheme meeting is adjourned, a copy of
the chairperson`s report to the Court will be available for at least 7 (seven)
calendar days before the date on which the chairperson is required to report
back to the Court.
Chairperson of the scheme meeting Isaac Vincent Maleka SC
Applicant`s attorneys
Bowman Gilfillan Inc.
165 West Street
Sandton
Johannesburg
(PO Box 785812, Sandton, 2146)
Ref: Rudolph du Plessis
Date: 08/11/2007 07:16:34 Produced by the JSE SENS Department.
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