| Fri 14 Dec 2007, 9:02 | | DMR - Diamond Core Resources - Notice of scheme meeting |
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DMR
DMR
DMR - Diamond Core Resources - Notice of scheme meeting
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2007/31688
Before the Honourable Judge Claassen
In the ex parte application of:
DIAMOND CORE RESOURCES LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1998/013468/06)
Share code: DMR & ISIN Number: ZAE000076956
("Diamond Core" or "the company")
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Tuesday, 11
December 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, 1973 (Act 61 of 1973), as amended ("Companies Act") that a
meeting ("scheme meeting") of the ordinary shareholders of the Applicant
registered as such at 17:00 on Thursday, 10 January 2008 or, if the scheme
meeting is adjourned, at 17:00 on the business day (i.e. any day other than a
Saturday, Sunday or official public holiday in South Africa) that is 2 (two)
business days before the date of such adjourned meeting ("scheme members"), be
held under the chairmanship of Lourens van Staden, or failing him, Mervyn
Taback or, failing both of them, any other independent person nominated for
that purpose by Werksmans Incorporated and approved by the Court ("Chairman"),
at 09:00, on Monday, 14 January 2008 (or any adjourned date as determined by
the Chairman) at Block C, St Andrews Office Park, Meadowbrook Lane, Epsom
Downs, Bryanston, 2024 for the purpose of considering and, if deemed fit, of
approving, with or without modification, the scheme of arrangement ("scheme")
proposed by BRC Diamond Corporation ("BRC") between the Applicant and the
ordinary shareholders of the Applicant ("scheme participants") registered as
such on the record date ("consideration record date") to receive the
consideration in terms of the scheme; provided that the scheme meeting shall
not be entitled to agree to any modifications 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 Court.
The basic object and effect of the scheme of arrangement is that, upon
implementation, BRC will acquire all the issued ordinary shares of the
Applicant. In exchange, the scheme participants will receive one common share
of BRC for every 24.5 Diamond Core ordinary shares held by such scheme
participants on the consideration record date for the scheme, rounded down to
the nearest whole-number and a cash amount for any fraction of a BRC common
share lost on the rounding down. As a result of the scheme, BRC will
effectively acquire ownership and control of the underlying assets and business
of the Applicant thereby effecting a merger of the two companies.
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 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 ordinary shareholder whose name appears on
the Applicant`s register and sub-registers, to that ordinary 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 ordinary shares in the
Applicant, to that person`s address identified by the Applicant`s transfer
secretaries. The identification of each such ordinary shareholder and person
beneficially entitled to the Applicant`s ordinary shares and their respective
addresses shall be performed by the Applicant`s transfer secretaries and shall
take place as at 17:00 on the day not more than 5 (five) business days before
the date of posting. In addition, copies may on request by the ordinary
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 Block C, St
Andrews Office Park, Meadowbrook Lane, Epsom Downs, Bryanston, 2024.
Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant ("CSDP") or
broker with "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.
Each form of proxy should be completed and signed in accordance with the
instructions contained therein and lodged with or posted to the Applicant`s
transfer secretaries, Computershare Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), so as to be received by no later than 09:00 on Friday, 11
January 2008 or on the business day immediately preceding any adjournment
thereof. Alternatively, the form of proxy may be handed to the Chairman no
later than 10 (ten) minutes before the time for which the scheme meeting has
been convened.
Each scheme member who holds dematerialised shares in the Applicant through a
CSDP or broker, other than a dematerialised own name scheme member
("dematerialised scheme member"), must give his/her voting instructions to
his/her CSDP or broker by the time and in the manner prescribed in the custody
agreement concluded between the relevant scheme member and his/her CSDP or
broker. If a dematerialised scheme member wishes to attend and vote at the
scheme meeting in person or be represented thereat by proxy he/she should
timeously inform his/her CSDP or broker of his/her 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/her with the necessary Letter of Representation
to do so.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of those ordinary 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, then the
joint holder whose name appears first in the Applicant`s register of members in
respect of such ordinary shares (or his/her 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 one of these proxies (in order of
appointment) will be entitled to exercise that proxy.
In terms of the Order of Court, the Chairman must report the result of the
scheme meeting to the Court on Tuesday, 22 January 2008 at 10:00 or so soon
thereafter as Counsel may be heard. A copy of the Chairman`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, 22 January 2008 or, any
extension of such date.
Lourens van Staden
Chairman of the scheme meeting
WERKSMANS INCORPORATED
Attorneys for Applicant
155, 5th Street
Sandown
Sandton, 2196
Ref: Mr K J Trudgeon/Mr S Teichner
14 December 2007
Date: 14/12/2007 09:02:01 Produced by the JSE SENS Department.
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