| Tue 11 Mar 2008, 9:00 | | HAL - Halogen Holdings Societe Anonyme - Notice of |
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HAL - Halogen Holdings Societe Anonyme - Notice of annual general meeting
Halogen Holdings Societe Anonyme
(Incorporated in Luxembourg)
(RC Luxembourg No. B 39773)
JSE code: HAL ISIN: LU0216267913
("Halogen" or "the Compay")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the sixteenth Annual General Meeting of Halogen will
be held at its registered office at 6 rue Adolphe Fischer, L-1520, Luxembourg on
Friday 28 March 2008, at 3.00 p.m. (CET) in the presence of Luxembourg notary
for the following purposes:
1. To receive and adopt the reports of the Directors and Independent Auditors
and Statutory Auditors for the year ended 30 September 2007.
2. To receive and adopt the Balance Sheet of the Company at 30 September 2007
and the Income Statement for the year ended on that date.
3. To consider and approve an appropriation to legal reserve.
4. To receive and adopt the Consolidated Balance Sheet of the Group at 30
September 2007 and the Consolidated Income Statement for the year ended on
that date.
5. To grant discharge to the Directors and Statutory Auditor in respect of the
execution of their mandates to 30 September 2007.
6. To ratify the appointments of Mr E.J. Beale and Mr L.H. Marshall as
Directors of the Company with effect from 1 October 2007 in replacement of
Mr A.R.C Barclay and Mr C.P. Jousse who resigned as Directors of the
Company with effect from 30 September 2007.
7. To appoint Mr E.J. Beale and Mr L.H. Marshall as Directors of the Company.
8. To receive and act on the statutory nomination of the Directors,
Independent Auditors and Statutory Auditor until the conclusion of the next
Annual Meeting of the Company.
Special Business
9. Subject to the Luxembourg law of 10 August 1915 on commercial companies, as
amended, to authorise the Directors to issue and allot shares of the
Company arising from the exercise of warrants as follows (notwithstanding
the limitations set out in the second bullet point of resolution 10 below):
a) up to an aggregate nominal amount of Euro776,482.50 (representing 621,186
Shares) in connection with the exercise and subscription for Shares
pursuant to the terms of the 2008 Warrants; and
b) up to an aggregate nominal amount of Euro1,552,965.00 (representing
1,242,372 Shares) in connection with the exercise and subscription for
Shares pursuant to the terms of the 2011 Warrants.
10. To give, in terms of the Law of 10 August 1915 on commercial companies, as
amended, and the Listings Requirements of the JSE Limited, the Board of
Directors of the Company general authority to issue ordinary shares in the
share capital of the Company for cash as and when suitable situations
arise, subject to the following limitations:
- that this authority shall not extend beyond 15 (fifteen) months from the
date of this annual general meeting and is renewable at the next annual
general meeting;
- that issues in the aggregate in any one year may not exceed 10% of the
number of shares of that class of the Company`s issued share capital
including instruments which are compulsorily convertible into shares of
that class, provided further that such issues shall not in aggregate in any
three-year period exceed 15% of the Company`s issued share capital of that
class, including instruments which are compulsorily convertible into shares
of that class; and
- that in determining the price at which an issue of shares will be made in
terms of this authority, the maximum discount permitted will be 10% of the
weighted average traded price of the shares in question, as determined over
the 30 days prior to the date that the price of the issue is determined or
agreed by the Board of Directors.
11. That the ending of the current financial year of the Company that commenced
on 1 October 2007 be changed from 30 September 2008 to 31 March 2009 (so
that the current accounting period will be extended by additional six
months to run for a 18 months period) so that the following financial
years of the Company will commence on 1 April of each year and will end on
31 March of the following year and to amend Article 27 (Financial Year) of
the Articles of Incorporation of the Company to reflect this change
accordingly.
12. That the day of the Company`s Annual General Meeting be changed from the
last Friday in the month of March to the last Friday in the month of
September so that the next Annual General Meeting of the Company will be
held on the last Friday in the month of September 2009 and to amend Article
23.1 of the Articles of Incorporation of the Company to reflect this change
accordingly.
13. To approve the cancellation of listing of the Company`s shares on the
Zimbabwe Stock Exchange provided that shareholders on the Zimbabwe sub-
register will be sent at least four weeks prior written notice of the date
of cancellation.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
6 rue Adolphe Fischer,
Luxembourg
11 March 2008
Notes:
(i) Resolutions 1, 2, 3, 4, 5, 6, 7, 8, 9 and 13 will be validly adopted
by a majority of the issued shares present or represented at the
meeting.
(ii) Resolution 10 will be validly adopted if the quorum of half of the
issued shares is present or represented at the meeting and if a
majority of 75 per cent of the present or represented issued shares
vote in favour of this resolution. Should resolution 10 be validly
adopted, the following requirements shall be applicable: (a) upon an
issue of ordinary shares in the Company for cash which, on a
cumulative basis within a financial year, amounts to 5 per cent or
more of the number of shares of the same class in issue, prior to that
issue, the Company shall be obliged to publish an announcement
containing the full details of the issue, including the effect of the
issue on the net asset value and earnings per share; (b) the shares
must be of a class already in issue; and (c) the shares must be issued
to public shareholders (as defined in the JSE Limited`s Listings
Requirements).
(iii) Resolutions 11 and 12 will be validly adopted if a quorum of half of
the issued shares is present or represented at the meeting and if a
majority of 66.6 per cent of the present or represented issued shares
vote in favour of these resolutions. Should resolution 11 be validly
adopted, the Company shall inform the JSE Limited of the change to the
financial year of the Company and shall in the same letter explain how
the Company will financially report until its financial year will
again comprise a period of 12 months.
(iv) With respect to the appointments of Mr E.J. Beale and Mr L.H. Mashall
as Directors of the Company as per resolution 7 above, the following
should be noted: Mr E.J Beale (age 47) is the chief executive of City
Group P.L.C., Halogen`s administration and corporate secretaries. He
is a Chartered Accountant and is a non-executive director of Finsbury
Good Group plc and Heartstone Inns Limited. He is the Chairman of the
Corporate Governance Committee of the Quoted Companies Alliance (A
U.K. pressure group acting on behalf of smaller quoted companies) and
a member of the Accounting Standards Committee of the Financial
Reporting Council (the U.K.`s independent regulator responsible for
promoting confidence in corporate reporting and governance); Mr L.H.
Marshall (age 36) is a director of City Group P.L.C., Halogen`s
administrative office and corporate secretaries, and a non-executive
director of Heartstone Inns Limited. He is also involved with Marshall
Monteagle Holdings S.A. where he is responsible for banking and
investment portfolio administration within that group and is a
director of various subsidiary companies of that group in Europe,
U.S.A. and South Africa;
(v) A proxy form is enclosed with the Annual Financial Statements mailed
to shareholders on Friday, 7 March 2008. You are requested to complete
and return the form of proxy whether or not you intend to attend the
Annual General Meeting.
(iv) In terms of Article 24.4 of the Company`s Articles of Incorporation, a
shareholder may appoint a proxy who need not be a shareholder of the
Company. Any company being a shareholder of the Company may execute a
form of proxy under the hand of a duly authorised officer.
(v) To be effective, the form of proxy, duly completed, must arrive at the
registered office of the Company not less than forty-eight hours
before the time fixed for the meeting. Proxies sent to the office of
a transfer agent for forwarding to the Company, at shareholders` risk,
must be received by the transfer agent not less than seven days before
the meeting.
Change of Address
Members are requested to advise their relevant transfer agents, whose address
can be found on page 2 of the Annual Financial report, of any change of address.
Johannesburg
11 March 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 11/03/2008 09:00:01 Produced by the JSE SENS Department.
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