| Wed 16 Apr 2008, 15:38 | | SYA - Siyathenga Property Fund - Notice Of Siyathe |
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SYA
SYA
SYA - Siyathenga Property Fund - Notice Of Siyathenga Shareholders` Scheme
Meeting
Siyathenga Property Fund Limited
(Registration No. 2004/005198/06)
Share Code: SYA ISIN Code: ZAE000069530
("Siyathenga")
NOTICE OF SIYATHENGA SHAREHOLDERS` SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number 08/5459
In the ex parte application of -
SIYATHENGA PROPERTY FUND LIMITED Applicant
(Registration number 2004/005198/06)
NOTICE OF SIYATHENGA SHAREHOLDERS` 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 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 52 531 136 linked
units, "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 shareholders` scheme meeting will be held at 10:00 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).
3. 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 0.55880
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) of the Act, the Additional Information required by the
JSE Limited and the 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.
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
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.
6. 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 10:00 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.
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 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.
8. 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/00098046
Corporate advisor, legal advisor and sponsor to Pangbourne and transaction
sponsor to Siyathenga
Java Capital (Proprietary) Limited
Sponsor to Siyathenga
Deloitte & Touche Sponsor Services (Proprietary) Limited
Release date: 16 April 2008
Date: 16/04/2008 15:38:02 Produced by the JSE SENS Department.
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