| Wed 16 Apr 2008, 15:24 | | IFR - iFour Properties - Notice Of Ifour Sharehold |
|
IFR
IFR
IFR - iFour Properties - Notice Of Ifour Shareholders` Scheme Meeting
iFour Properties Limited
(Registration No. 2001/016118/06)
Share Code: IFR ISIN Code: ZAE000039236
("iFour")
NOTICE OF iFOUR SHAREHOLDERS` SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number 08/5460
In the ex parte application of -
iFOUR PROPERTIES LIMITED Applicant
(Registration number 2001/016118/06)
NOTICE OF iFOUR SHAREHOLDERS` SCHEME MEETING
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("the Court") issued in the above matter on Tuesday,
15 April 2008, this notice serves to convene a meeting ("the shareholders`
scheme meeting") of the linked unitholders of the Applicant in their capacity as
shareholders of the Applicant (other than Pangbourne Properties Limited
("Pangbourne" or "the proposer") (the linked units held by the proposer
comprising "the excluded units")) who are recorded in the register of the
Applicant as such at 17:00 on Wednesday, 7 May 2008 ("the scheme members").
The shareholders` scheme meeting will be held at 12:00 on Monday, 12 May 2008,
at the Conference Room, 3rd Floor, Pangbourne House, 382 Jan Smuts Avenue,
Craighall, 2196. Mr Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes)
has been appointed by the Court as Chairman of the scheme meeting and the
Chairman`s address is c/o Cliffe Dekker Inc., 4th Floor, 1 Protea Place,
Sandown, Sandton, 2196 (Private Bag X7, Benmore, 2010).
The purpose of the shareholders` 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 in their capacity as shareholders
of the Applicant. 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 to the Applicant`s linked unitholders
dated 17 April 2008 ("the circular"), the proposer will acquire all of the
linked units in the Applicant that it does not already own from the Applicant`s
linked unitholders (other than the proposer) who are recorded in the register as
such on the scheme consideration record date (as referred to in the circular and
which is expected to be Friday, 6 June 2008) ("the scheme participants"). In
terms of the scheme, the scheme participants will receive the scheme
consideration for every linked unit in the Applicant held on the scheme
consideration record date. The scheme consideration is 0.79410 Pangbourne
combined units for every linked unit in the Applicant (rounded up or down to the
nearest whole number according to the rounding principle).
Copies of the scheme, the Explanatory Statement in terms of section 312(1)(a)(i)
and 312(2) of the Companies Act, 1973 (Act 61 of 1973) ("the Act") which
explains the scheme, the Valuation Statement in terms of section 312 (1)(a)(ii)
and section 312(2) of the Act, the Statement of the interests of the directors
and trustees in terms of section 312(1)(a)(iii) and 312(2) of the Act, the
Additional Information required by the JSE Limited and Securities Regulation
Panel, the relevant form of proxy and the Order of Court convening the
shareholders` 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 2 weeks prior
to the date of the shareholders` scheme meeting from the registered office of
the Applicant being 2nd Floor, Pangbourne House, 382 Jan Smuts Avenue,
Craighall, 2196 or from the office of the Chairman, being c/o Cliffe Dekker
Inc., 4th Floor, 1 Protea Place, Sandown, Sandton, 2196, by any scheme member.
Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units 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 shareholders` scheme meeting or any postponed or
adjourned shareholders` scheme meeting, or may appoint one or more proxies (who
need not be linked unitholders of the Applicant) to attend, speak and vote at
the shareholders` scheme meeting in the place of such certificated scheme member
or dematerialised own name scheme member. A form of proxy (green) 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
linked unitholders and the sub-register of holders of dematerialised linked
units 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 linked unitholders) 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 green forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) to be received by no later than 12:00 on
Thursday, 8 May 2008, or on the business day immediately preceding any postponed
or adjourned shareholders` scheme meeting, or handed to the Chairman of the
scheme meeting no later than ten minutes before the shareholders` scheme meeting
or postponed or adjourned shareholders` scheme meeting is due to commence or
recommence. Notwithstanding the aforegoing, the Chairman of the shareholders`
scheme meeting may approve in his discretion the use of any other form of proxy.
Each person who holds a beneficial interest in dematerialised linked units in
the Applicant and who does not have "own name" registration ("dematerialised
scheme member") may attend, speak and vote in person at the shareholders` scheme
meeting or any postponed or adjourned shareholders` scheme meeting only if such
dematerialised scheme member informs his/her CSDP or broker timeously of his/her
intention to attend and vote at the shareholders` scheme meeting or any
postponed or adjourned shareholders` scheme 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 shareholders` scheme meeting
or any postponed or adjourned shareholders` scheme meeting in person in order
for his/her CSDP or broker to vote in accordance with his/her instruction at the
scheme meeting or any postponed or adjourned shareholders` scheme meeting. The
CSDP or broker will then provide the transfer secretaries of the Applicant with
green proxy forms in terms of each individual dematerialised scheme member`s
instruction.
The Order of Court convening the shareholders` scheme meeting requires the
Chairman to report on the shareholders` scheme meeting to the above Honourable
Court at 10:00 or so soon thereafter as counsel may be heard on Tuesday,
20 May 2008. During normal business hours in the week preceding that date a free
copy of the Chairman`s report to Court will be available to any scheme member at
the Chairman`s office and the Applicant`s registered office referred to in
paragraph 4.
Christopher Haig Ewing
Chairman of the shareholders` scheme meeting
Date: 15 April 2008
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue, Rosebank
JOHANNESBURG
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell/00098047
Corporate advisor, legal advisor and sponsor to the proposer and transaction
sponsor to iFour
Java Capital (Proprietary) Limited
Sponsor to iFour
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
16 April 2008
Date: 16/04/2008 15:24:01 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.
