| Wed 16 Apr 2008, 15:31 | | IFR - iFour Properties - Notice Of IFour Debenture |
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IFR
IFR
IFR - iFour Properties - Notice Of IFour Debenture Holders` Scheme Meeting
iFour Properties Limited
(Registration No. 2001/016118/06)
Share Code: IFR ISIN Code: ZAE000039236
("iFour")
NOTICE OF iFOUR DEBENTURE HOLDERS` 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 DEBENTURE HOLDERS` 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, 15 April 2008, this notice serves to convene a meeting ("the
debenture holders` scheme meeting") of the linked unitholders of the
Applicant in their capacity as creditors of the Applicant in respect of the
debentures in the Applicant held by them (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").
2. The debenture holders` scheme meeting will be held at 12:30 (or ten
minutes after the conclusion of the scheme meeting of the linked unitholders
of the Applicant in their capacity as shareholders of the Applicant,
whichever is the later) 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 debenture holders` 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).
3. The purpose of the debenture holders` 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 creditors of the Applicant in respect of the debentures in
the Applicant held by them. 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, which 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).
4. 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 debenture holders` 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 debenture holders` 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.
5. 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 debenture holders` scheme meeting
or any postponed or adjourned debenture holders` 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 debenture holders` scheme meeting
in the place of such certificated scheme member or dematerialised own name
scheme member. A form of proxy (white) 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.
6. Properly completed white 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 12:30 on
Thursday, 8 May 2008, or on the business day immediately preceding any
postponed or adjourned debenture holders` scheme meeting, or handed to the
Chairman of the debenture holders` scheme meeting no later than ten minutes
before the debenture holders` scheme meeting or postponed or adjourned
debenture holders` scheme meeting is due to commence or recommence.
Notwithstanding the aforegoing, the Chairman of the debenture holders` scheme
meeting may approve in his discretion the use of any other form of proxy.
7. 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
debenture holders` scheme meeting or any postponed or adjourned debenture
holders` 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 debenture holders` scheme meeting or any postponed or adjourned debenture
holders` 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 debenture holders` scheme
meeting or postponed or adjourned debenture holders` meeting in person in
order for his/her CSDP or broker to vote in accordance with his/her
instruction at the debenture holders` scheme meeting or postponed or
adjourned meeting. The CSDP or broker will then provide the transfer
secretaries of the Applicant with white proxy forms in terms of each
individual dematerialised scheme member`s instruction.
8. The Order of Court convening the debenture holders` scheme meeting
requires the Chairman to report on the debenture holders` scheme meeting to
the above Honourable Court at 10:00 or so soon thereafter as counsel may be
heard on Tuesday, 6 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 debenture holders` 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
Release date: 16 April 2008
Date: 16/04/2008 15:31:03 Produced by the JSE SENS Department.
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