| Tue 18 Dec 2007, 16:19 | | TAL - Tiger Automotive Limited - Notice of scheme meeting |
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TAL
TAL
TAL - Tiger Automotive Limited - Notice of scheme meeting
TIGER AUTOMOTIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/042651/06)
Share code: TAL ISIN: ZAE000087482
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 07/32347
In the ex parte application of
TIGER AUTOMOTIVE LIMITED Applicant
(Incorporated in the Republic of South Africa)
NOTICE OF SCHEME MEETING
1. Under authority of an Order of the High Court of South Africa
(Witwatersrand Local Division) ("the Court") issued in the above matter on
Tuesday, 18 December 2007, this notice serves to convene a meeting ("the scheme
meeting") of shareholders of the Applicant who are recorded in the register of
the Applicant as such at 17:00 on Wednesday, 16 January 2008 ("the scheme
members").
2. The scheme meeting will be held at 10:00 on Monday, 21 January 2008, at the
offices of the Applicant, 1st Floor, Corner K101 and Old Pretoria Road, Halfway
House, Midrand, 1683. Mr Kevin Richard Cron (or failing him, Mr Alastair George
Spencer Dixon) has been appointed by the Court as chairperson of the scheme
meeting and the chairperson`s address is c/o Deneys Reitz Incorporated, 82
Maude Street, Sandton (PO Box 784903, Sandton, 2146).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification agreed to between the proposer and the
Applicant) to the scheme of arrangement ("the scheme") proposed by Main Street
615 (Proprietary) Limited ("the proposer") between the Applicant and its
shareholders. The object of the scheme is that, subject to the fulfilment of
certain conditions precedent which are stated in paragraph 5.2 of the scheme of
arrangement contained in the circular dated 20 December 2007 ("the circular"),
the proposer will acquire 100% of the issued ordinary shares in the Applicant
from the Applicant`s shareholders who are registered as such on the scheme
consideration record date (as referred to in the circular and which is expected
to be Friday, 29 February 2008) ("the scheme participants"). In terms of the
scheme, the scheme participants will receive the scheme consideration for every
share in the Applicant held on the scheme consideration record date. The scheme
consideration is R17,51 per share plus, if the operative date of the scheme
occurs after 1 March 2008, interest at a rate of:
11,5% per annum (nominal annual compounded monthly) for the period from 1
March 2008 to the date on which the scheme consideration is paid or to 1 April
2008 (whichever occurs first); and if applicable
the publicly quoted nominal rate of interest per annum from time to time at
which First National Bank, a division of FirstRand Bank Limited lends money on
unsecured overdraft to corporate borrowers which rate shall be a nominal annual
rate compounded monthly in arrear and calculated on a 365 day year, plus 200
basis points, for the period from 1 April 2008 to the date on which the scheme
consideration is paid.
The aforesaid interest will be calculated from 1 March 2008 to the date on
which the scheme consideration is paid, including the first day and excluding
the last day.
4. The scheme consideration takes into account the distribution of 49 cents
per share which is to be paid to shareholders in the Applicant on or about 18
December 2007 ("the proposed distribution"). Other than the proposed
distribution, the scheme consideration assumes that no dividends or similar
payments will be declared or paid to shareholders in the Applicant between 13
November 2007 and the operative date of the scheme. Should the Applicant
declare any such dividends and/or make any such payments over and above the
proposed distribution, the scheme consideration will be reduced by an amount
equal to the aggregate amount of such dividends and/or payments, including any
Secondary Tax o n Companies payable by the Applicant in respect thereof.
5. Copies of this notice, the scheme, the Explanatory Statements in terms of
section 312(1)(a) of the Companies Act, 1973 (Act 61 of 1973), the form of
proxy and the Order of Court convening the scheme meeting are included in the
circular of which this notice forms part and copies thereof may be inspected at
and may, on request, be obtained free of charge, during normal business hours
for at least two weeks prior to the date of the scheme meeting from the
registered address of the Applicant being 1st Floor, Corner K101 and Old
Pretoria Road, Halfway House, Midrand, 1683, and at the offices of the
Applicant`s JSE Limited sponsor, Sasfin Capital (a division of Sasfin Bank
Limited), at Sasfin Place, 13 - 15 Scott Street, Waverley, 2090 by any scheme
member.
6. 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") and
has "own name" registration ("dematerialised own name scheme member"), may
attend, speak and vote in person at the scheme meeting or any adjourned scheme
meeting, or may appoint one or more proxies (who need not be shareholders of
the Applicant) to attend, speak and vote at the scheme meeting in the place of
such certificated scheme member or dematerialised own name scheme member. A
form of proxy for this purpose, for completion by certificated scheme members
and dematerialised own name scheme members only, is included in the circular,
which was posted to scheme members at their addresses as recorded in the
register of certificated shareholders and the sub-register of holders of
dematerialised shares of the Applicant as at the close of business on the date
being not more than three business days before the date of such posting. If
more than one person is appointed on a single form of proxy, then only 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 shareholders) 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.
7. Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on
Thursday, 17 January 2008, or on the business day immediately preceding any
adjourned meeting, or handed to the chairman of the scheme meeting no later
than ten minutes before the scheme meeting or adjourned meeting is due to
commence or recommence. Notwithstanding the aforegoing, the chairman of the
scheme meeting may approve in his discretion the use of any other form of
proxy.
8. Each person who holds a beneficial interest in dematerialised ordinary
shares in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at the
scheme meeting or adjourned meeting only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and
vote at the scheme meeting or adjourned meeting or be represented by proxy
thereat in order for his/her CSDP or broker to issue him/her with the necessary
authorisation to do so or such dematerialised scheme member provides his/her
CSDP or broker timeously with his/her voting instruction should such
dematerialised scheme member not wish to attend the scheme meeting or adjourned
meeting in person in order for his/her CSDP or broker to vote in accordance
with his/her instruction at the scheme meeting or adjourned meeting. The CSDP
or broker will then provide the transfer secretaries of the Applicant with
proxy forms in terms of each individual dematerialised scheme member`s
instruction.
9. The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10:00 or so soon
thereafter as counsel may be heard on Tuesday, 29 January 2008. During normal
business hours in the week preceding that date a free copy of the chairperson`s
report to Court will be available to any scheme member at the chairperson`s
office and the Applicant`s registered office and at the offices of the
Applicant`s JSE Limited sponsor, Sasfin Capital (a division of Sasfin Bank
Limited ) referred to in paragraph 5.
Kevin Richard Cron
Chairperson of the scheme meeting
Fluxmans Incorporated
Attorneys for Applicant
11 Biermann Avenue, Rosebank
Johannesburg, 2196
Tel: (011) 328- 1700
Fax: (011) 880- 2261
Ref: P Vallet/C Wannell
Date: 18/12/2007 16:19:01 Produced by the JSE SENS Department.
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