| Fri 11 Apr 2008, 8:46 | | CLE - Clientele Life Assurance Company - Notice Of |
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CLE
CLE
CLE - Clientele Life Assurance Company - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 08/7772
In the ex parte application of
Clientele Life Assurance Company Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1973/016606/06)
Share code: CLE ISIN: ZAE000013397
("Clientele Life")
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated Tuesday, 1
April 2008, the High Court of South Africa (Witwatersrand Local Division) ("the
Court) has ordered that a meeting ("the scheme meeting") in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"),
of the shareholders of the Applicant:
- registered in the Applicant`s share register at the close of business
(17:00) on Thursday, 24 April 2008 in the case of registered certificated
shareholders; and
- reflected as such in the sub-registers of the Applicant maintained by the
Central Securities Depository Participants ("CSDP") or brokers at the close of
business (17:00) on Thursday, 24 April 2008 in the case of registered
dematerialised shareholders,
("the scheme members") be held under the chairpersonship of Advocate A E Bham
S.C, or, failing him Advocate J Blou ("Chairperson") for the purpose of
considering and if deemed fit approving, with or without modification, the
scheme of arrangement ("the scheme") proposed by Clientele Limited ("Clientele")
between the Applicant and its ordinary shareholders.
The scheme meeting will be held at 09:00 on Wednesday, 30 April 2008 at
Clientele House, Morningview Office Park, corner Rivonia and Alon Roads,
Morningside or any other adjourned time or date determined or directed by the
Chairperson.
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
scheme by the Court.
The basic characteristic of the scheme is that Clientele will acquire all the
issued shares of the Applicant for a consideration of ten new ordinary shares in
Clientele for each share in the Applicant. The Applicant will thus become a
wholly owned subsidiary of Clientele and its shares will be delisted from the
JSE. The shares of Clientele will simultaneously be listed on the JSE. The
shareholders of Clientele Life will hold the same percentage of the issued share
capital of Clientele as the percentage of the issued share capital held in
Clientele Life immediately prior to the scheme becoming operative.
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 to be used
at the scheme meeting and any adjourned scheme meeting and the Order of Court
convening the scheme meeting are included in the document of which this notice
forms part and which have 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, namely Clientele House, Morningview Office Park, corner Rivonia and
Alon Roads, Morningside, 2196, and at the offices of the corporate advisor and
sponsor, namely PricewaterhouseCoopers, 2 Eglin Road, Sunninghill, during normal
business at any time prior to the scheme meeting.
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 CSDP or broker and has selected 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 members of the Applicant) to attend, speak and
vote at the scheme meeting or any adjourned scheme meeting in the place of such
member. A form of proxy (white) for this purpose is included in the document
which has been posted to all holders of ordinary shares in the Applicant at the
close of business not more than 4 (four) business days before the date of such
posting.
Properly completed forms of proxy must be lodged with or posted to the Transfer
Secretaries of the Applicant, namely Computershare Investor Services
(Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001, (PO Box 61051,
Marshalltown, 2107) to be received by not later than 09:00 on Friday, 25 April
2008, or may be handed to the Chairperson up to 10 (ten) minutes before the
commencement of the scheme meeting. 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 who have not selected own-name registration may attend and vote
in person at the scheme meeting or adjourned scheme meeting only if such
shareholders inform their CSDPs or brokers timeously of their intention to
attend and vote at the scheme meeting or any adjourned scheme meeting or be
represented by proxy thereat in order for their CSDPs or brokers to issue them
with the letter of representation to do so, or should they not wish to attend
the scheme meeting or any adjourned scheme meeting, 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 scheme 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 scheme meeting, the person 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 Order of Court, the Chairperson is required to report the
results thereof to the Court at 10:00 on Tuesday, 13 May 2008 or as soon
thereafter as the matter may be heard. 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, namely Clientele
House, Morningview Office Park, corner Rivonia and Alon Roads, Morningside and
at the offices of the Corporate Advisor and Sponsor, namely
PricewaterhouseCoopers, 2 Eglin Road, Sunninghill, during normal business hours
for at least 1 (one) week prior to the date fixed by the Court for the
Chairperson to report back to it.
Chairman of the scheme meeting
Applicant`s Attorneys
Edward Nathan Sonnenbergs Incorporated
150 West Street
Sandton, 2196
(PO Box 783347, Sandton, 2146)
Ref: Jane Andropolous/Alan Feinstein
Tel: (011) 269 7600
Fax: (011)269 7899
DX 152, Sandton
Date: 11/04/2008 08:46:23 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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