| Wed 16 Apr 2008, 15:39 | | SYA - Siyathenga Property Fund - Notice Of Siyathe |
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SYA
SYA
SYA - Siyathenga Property Fund - Notice Of Siyathenga Debenture Holders` Scheme
Meeting
Siyathenga Property Fund Limited
(Registration No. 2004/005198/06)
Share Code: SYA & ISIN Code: ZAE000069530
("Siyathenga")
NOTICE OF SIYATHENGA DEBENTURES HOLDERS 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 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 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 debenture holders` scheme meeting will be held at 10:30 (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 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 0.55880 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)
and 312(2) 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 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 10:30 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` scheme meeting
in person in order for his/her CSDP or broker to vote in accordance with
her instruction at the debenture holders` scheme meeting or postponed or
adjourned debenture holders` scheme 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, 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 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/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 15:39:01 Produced by the JSE SENS Department.
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