| Fri 18 Jan 2008, 14:56 | | BSB - The House Of Busby Limited - Notice Of Scheme Meeting |
|
BSB
BSB
BSB - The House Of Busby Limited - Notice Of Scheme Meeting
THE HOUSE OF BUSBY LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1997/009173/06)
Share code: BSB ISIN number: ZAE000013637
("Busby" or "the company)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number 07/32348
In the ex parte application of -
THE HOUSE OF BUSBY LIMITED Applicant
(Registration number 1997/009173/06)
NOTICE OF POSTPONED SCHEME MEETING
Shareholders are referred to the notice of scheme meeting dated 18 December 2007
("the original notice") convening a scheme meeting under the 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 ("Order of
Court") for the purpose set out in paragraph 4 below at 10h00 on 18 January
2008. Due to a failure by the Government printers to comply with an instruction
to publish the original notice in the Government Gazette on 28 December 2007,
the chairperson of the scheme meeting, acting in terms of the authority granted
to him in terms of the Order of Court, at the scheme meeting held on
18 January 2008 postponed the scheme meeting to 10h00 on Monday,
11 February 2008 in order that the notice of the scheme meeting be published in
accordance with the terms of the Order of Court.
Notice is accordingly hereby given of the postponed meeting ("the scheme
meeting") of shareholders of the Applicant (other than the Keith Brouze Trust,
the David Brouze Trust, Moneyline 706 (Proprietary) Limited, Moneyline 848
(Proprietary) Limited, Moneyline 857 (Proprietary) Limited, the Selwyn Moss
Family Trust, the Mark Gordon Family Trust, Mr Martinho Gomes Duarte (in respect
of 450 000 of the 1 516 424 Busby shares held by him, the balance forming part
of the scheme shares), Mr Shawn Maurice Lashansky, Buxton Leathergoods
(Proprietary) Limited, the Busby shares held by The House of Busby Share Scheme
and Main Street 251 (Proprietary) Limited ("the proposer") to the extent that it
holds shares in the Applicant (the shares held by these shareholders being
collectively referred to as "the excluded shares" and the holders of the
excluded shares being collectively referred to as "the excluded members")) who
are recorded in the register of the Applicant as such at 17h00 on Tuesday,
15 January 2008, ("the scheme members").
The scheme meeting will accordingly be held at 10h00 on Monday,
11 February 2008, at the office of the Applicant`s corporate advisor, Java
Capital (Proprietary) Limited, 2 Arnold Road, Rosebank, Johannesburg, 2196. Mr
Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes) has been appointed
by the Court as chairperson of the scheme meeting and the chairperson`s address
is c/o Cliffe Dekker Inc., 4th Floor, 1 Protea Place, Sandown, Sandton).
The purpose of the scheme meeting is to consider and, if deemed fit, agree (with
or without modification agreed to between the proposer and the Applicant) to the
scheme of arrangement ("the scheme") proposed by the proposer between the
Applicant and the scheme members. 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 19 December 2007
("the circular"), the proposer will acquire all of the issued ordinary shares in
the Applicant that it does not already own excluding the excluded shares from
the Applicant`s shareholders (other than the excluded members) who are
registered as such on the scheme consideration record date (as referred to in
the circular and which is expected to be Thursday, 20 March 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 R21.00 per share plus
interest on R21.00 at the prime rate for the period from 1 February 2008 to the
date on which the scheme consideration is paid, including the first day and
excluding the last day. If Busby declares any dividend or makes any payment of
dividends between 23 November 2007 and the operative date, the aggregate scheme
consideration will be reduced by an amount equal to the aggregate amount of such
dividend or payment, including any Secondary Tax on Companies payable by the
Applicant in respect thereof.
Copies of the original 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 the Court were included in the circular issued to
shareholders on 19 December 2007 and copies thereof may be inspected at and may,
on request, be obtained free of charge, during normal business hours for at
least 2 weeks prior to the date of the scheme meeting from the registered
address of the Applicant, being 11 Height Street, Doornfontein, 2028 and at the
office of the Applicant`s corporate advisor, Java Capital (Proprietary) Limited,
at 2 Arnold Road, Rosebank, 2196 by any scheme member.
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. Forms of
proxy for this purpose, for completion by certificated scheme members and
dematerialised own name scheme members only, are 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 four 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.
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 10h00 on Thursday, 7
February 2008, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson 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 chairperson of the scheme
meeting may approve in his discretion the use of any other form of proxy.
Forms of proxy already received in accordance with the Order of Court and
original notice will remain valid in respect of the scheme meeting to be held at
10h00 on Monday, 11 February 2008.
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 letter of
representation 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.
The Order of Court requires the chairperson to report on the scheme meeting to
the above Honourable Court. The chairperson will report on the scheme meeting to
the above Honourable Court at 10h00 or so soon thereafter as counsel may be
heard on Tuesday, 11 March 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 business address referred to in paragraph 4.
Christopher Haig Ewing
Date: 18 January 2008
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue, Rosebank
Johannesburg
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell
Corporate advisor
and transaction sponsor to Busby
Java Capital (Proprietary) Limited
Attorneys and tax advisor to the proposer
Webber Wentzel Bowens
Attorneys to the scheme
Fluxmans Incorporated
Independent advisor
PKF Corporate Finance (Proprietary) Limited
Sponsor
Investec Bank Limited
Date: 18/01/2008 14:56:13 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.
