| Tue 3 Jun 2008, 16:45 | | CLH - City Lodge Hotels Limited - Notice of scheme meeting |
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CLH
CLH
CLH - City Lodge Hotels Limited - Notice of scheme meeting
CITY LODGE HOTELS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/002864/06)
Ordinary share code: CLH
Ordinary share ISIN: ZAE000001483
("City Lodge" or "the Company")
NOTICE OF SCHEME MEETING
In the High Court of South Case No. 08/16157
Africa
(Witwatersrand Local Division)
In the matter of the ex parte
application of
City Lodge Hotels Limited Applicant
(Incorporated in the Republic of
South Africa)
(Registration number
1986/002864/06)
Notice is hereby given that, in terms of an Order of Court dated 3 June 2008, in
the above matter, the High Court of South Africa (Witwatersrand Local Division)
("the Court") has ordered that a meeting ("scheme meeting") in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies
Act"), of the ordinary shareholders of the Applicant, recorded in the register
of the Applicant at the close of business on 17:00 on Monday, 23 June 2008 ("the
scheme members"), be held under the chairpersonship of Mr John Jarvis or,
failing him, Mr Dairmuid Short ("chairperson"), for the purpose of considering
and, if deemed fit, approving, with or without modification, the scheme of
arrangement ("the scheme") proposed by Vuwa SPV, the Staff SPV and the Education
SPV (collectively "the scheme proposers") between the Applicant and its ordinary
shareholders, provided that the scheme members at the scheme meeting shall not
be entitled to agree to any modification of the scheme that has the effect of
diminishing the rights that are to accrue to scheme participants in terms of the
scheme.
The scheme meeting will be held at 13:15 on Thursday, 26 June 2008, or 10
minutes after the conclusion or adjournment of the general meeting, whichever is
the later, on Thursday, 26 June 2008 (or any adjourned date as determined by the
chairperson ("adjourned meeting")) at Courtyard Rosebank, corner Oxford Road and
Tyrwhitt Avenue, Rosebank, Johannesburg.
The scheme is subject to the fulfilment of the conditions precedent stated in
the scheme, one of such conditions being the sanctioning thereof by the above
Honourable Court.
The essence of the scheme is that, upon implementation, the scheme proposers
will acquire from each scheme participant 15% of the ordinary shares held by
such scheme participant on the record date of the scheme. This will result in
the scheme proposers acquiring City Lodge Hotels Limited ordinary shares,
representing 15% of the issued share capital of the Applicant after the
implementation of the scheme. Scheme participants will receive R76.06 in cash
for every scheme share acquired by the scheme proposers pursuant to the scheme.
A copy of this notice, the scheme, the explanatory statement in terms of section
312(1) of the Companies Act explaining the scheme, the form of proxy for use at
the scheme meeting or any adjourned meeting and the Order of Court convening the
scheme meeting, are included in the document of which this notice forms part and
which has been sent to ordinary shareholders of the Applicant, and copies may,
on request by any ordinary shareholder of the Applicant, be inspected at or
obtained free of charge from the registered office of the Applicant at The
Lodge, Bryanston Gate Office Park, corner Homestead Avenue and Main Road,
Bryanston, during normal business hours, from Wednesday, 4 June 2008 until the
date of the scheme meeting.
Scheme members who hold certificated ordinary shares in the Applicant and scheme
members who hold dematerialised ordinary shares in the Applicant through a
Central Securities Depository Participant ("CSDP") in "own name" registration
form may attend, speak and vote in person at the scheme meeting or any adjourned
meeting, or may appoint one or more proxies (who need not be members of the
Applicant) to attend, speak and vote at the scheme meeting or any adjourned
meeting in the place of such members. A form of proxy for this purpose is
included in the document which has been posted to all holders of ordinary shares
in the Applicant at their addresses as recorded in the register of members of
the Applicant at the close of business not more than 4 (four) calendar days
before the day of such posting.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 in
South Africa (PO Box 61051, Marshalltown, 2107) and to be received by no later
than 13:15 on Tuesday, 24 June 2008, or 2 (two) business days immediately
preceding any adjourned meeting, or handed to the chairperson no later than 10
(ten) minutes before the scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairperson may approve in the chairperson`s
discretion the use of any other form of proxy.
Shareholders who hold dematerialised ordinary shares in the Applicant through a
CSDP or broker not in "own name" registration form who wish to attend and vote
at the scheme meeting or any adjourned meeting should timeously inform their
CSDPs or brokers of their intention to attend and vote at the scheme meeting or
any adjourned meeting in order for their CSDPs or brokers to issue them with the
necessary letter of representation to attend and vote at the scheme meeting, or
should they not wish to attend the scheme meeting or adjourned meeting in
person, they should timeously provide their CSDPs or brokers with their voting
instructions in order for their votes to be represented at the scheme meeting or
any adjourned meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting or any adjourned meeting in respect
of such shares as if he was solely entitled thereto, but if more than one of
such joint holders be present or represented at the scheme meeting or any
adjourned meeting, that one of such persons whose name stands first in the
Applicant`s share register in respect of such shares or his proxy, as the case
may be, shall alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting is required to report the results thereof to the above Honourable Court
at 10:00 or so soon thereafter as Counsel may be heard on Tuesday, 8 July 2008.
A copy of the chairperson`s report to the Court will be available to any
ordinary shareholder of the Applicant on request free of charge at the
registered office of the Applicant, at The Lodge, Bryanston Gate Office Park,
corner Homestead Avenue and Main Road, Bryanston, during normal business hours,
from Tuesday, 1 July 2008 until the date fixed by the Court, for the chairperson
to report back to it, which is Tuesday, 8 July 2008 at 10:00 or so soon
thereafter as Counsel may be heard. If the scheme meeting is adjourned, a copy
of the chairperson`s report to the Court will be available for at least 7
(seven) calendar days before the date on which the chairperson is required to
report back to the Court.
Applicant`s Attorneys, Edward Nathan Sonnenbergs Incorporated, 150 West Street,
Sandton, 2196 (PO Box 783347, Sandton, 2146). Tel: (011) 269-7600. Fax: (011)
269-7899. DX 152, Sandton. Ref: Jane Andropoulos/Patrick Cronin.
Date: 03/06/2008 16:45:00 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.
