| Fri 9 May 2008, 16:55 | | DIV - Diversified Property Fund Limited - Notice o |
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DIV
DIV
DIV - Diversified Property Fund Limited - Notice of diversified shareholders
scheme meeting
Diversified Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number 2005/029685/06
Share code: DIV ISIN: ZAE000072369
("Diversified")
NOTICE OF DIVERSIFIED SHAREHOLDERS` SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number08/12763
In the ex parte application of -
Diversified Property Fund Limited Applicant
(Registration number 2005/029685/06)
NOTICE OF DIVERSIFIED 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, 6 May 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 Resilient
Property Income Fund Limited ("Resilient" 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, 28
May 2008 ("the scheme members").
2 The shareholders` scheme meeting will be held at 10:00 on Monday, 2 June
2008, at 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191. 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 9 May 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, 27 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
0.43750 Resilient linked 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 sections
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
sections 312(1)(a)(ii) and 312(2) of the Act, the Statement of the
interests of the directors and trustees in terms of sections 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 4th Floor,
Rivonia Village, Rivonia Boulevard, Rivonia, 2191 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, Link Market Services South
Africa (Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO
Box 4844, Johannesburg, 2000) to be received by no later than 10:00 on
Thursday, 29 May 2008, or on the business day immediately preceding any
postponed or adjourned shareholders` scheme meeting, or handed to the
Chairman of the shareholders` 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, 10 June 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: 6 May 2008
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue, Rosebank
JOHANNESBURG
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell/00098581
Corporate advisor, legal advisor and sponsor to the proposer and
sponsor to Diversified
Java Capital (Proprietary) Limited
Date: 09/05/2008 16:55:01 Produced by the JSE SENS Department.
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