| Fri 13 Jun 2008, 15:05 | | TRT - Tourism Investment Corporation Limited - Notice of scheme meeting |
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TRT
TRT
TRT - Tourism Investment Corporation Limited - Notice of scheme meeting
Tourism Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008144/06)
JSE share code: TRT ISIN: ZAE000012472
("Tourvest")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 08/16821
Before The Honourable Justice Mbha
In the ex parte application of:
Tourism Investment Corporation Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1996/008144/06)
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("Court") issued in the above matter on Tuesday, 10 June 2008,
this notice serves to convene a meeting ("scheme meeting") of shareholders of
the Applicant (other than Tourvest Holdings (Proprietary) Limited, a wholly-
owned subsidiary of the Applicant, which holds 35 534 860 shares as treasury
shares and the Tourvest Share Incentive Trust which holds 6 213 685 unallocated
shares ("excluded shareholders")) who are registered as such at the close of
business on Thursday, 3 July 2008.
The scheme meeting is to be held at 10:00 on Monday, 7 July 2008, at the
Applicant`s head office, Tourvest House, 33 West Street, Houghton, Johannesburg,
under the chairmanship of Mr Costas Carides or failing him, Mr Brian Blumenthal,
both attorneys practising as such at Fluxmans Incorporated, or failing both of
them, another independent attorney or advocate nominated for that purpose by the
Applicant`s attorneys, Cliffe Dekker Incorporated ("chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to agree to
(with or without modification) a scheme of arrangement ("scheme") in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies
Act"), proposed by Primetime Trading 6 (Proprietary) Limited ("Bidco") between
the Applicant and the shareholders of the Applicant (other than the excluded
shareholders), registered as such on the record date of the scheme which is
expected to be Friday, 5 September 2008 ("scheme participants"). The basic
characteristic of the scheme is that, subject to the fulfilment of certain
conditions precedent, as stated in paragraph 5.7 of the scheme, Bidco will
acquire all shares of the scheme participants ("scheme shares") for a
consideration of 208 cents per share (subject to possible adjustment for normal
dividends and interest) which is payable on the operative date of the scheme,
which is expected to be on Monday, 8 September 2008 and whereafter the listing
of Tourvest shares on the JSE Limited will be terminated.
Copies of the notice, the form of proxy (green) to be used at the scheme meeting
or any adjourned meeting, the form of surrender and transfer, the scheme, the
explanatory statement in terms of section 312(1)(a)(i) of the Companies Act
explaining the scheme, and the Order of Court convening the scheme meeting will
be sent to the shareholders of the Applicant at least 14 (fourteen) calendar
days before the date of the scheme meeting. Shareholders of the Applicant may,
during normal business hours at any time prior to the scheme meeting, inspect
and obtain a copy of those documents, free of charge, at the Applicant`s
registered office at Tourvest House, 33 West Street, Houghton, Johannesburg.
Scheme members who hold certificated shares in the Applicant and scheme members
who hold dematerialised shares in the Applicant through a Central Securities
Depository Participant ("CSDP") or broker with own-name registration 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 shareholders of the Applicant) to
attend, speak and vote at the scheme meeting in the place of such scheme
members. A form of proxy for this purpose is included in the document which has
been posted to all shareholders of the Applicant at their addresses as recorded
in the shareholder register of the Applicant at the close of business on a date
not more than 4 (four) calendar days before the date of such posting. Properly
completed 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 Friday, 4 July
2008 or on the business day immediately preceding any adjourned scheme 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 at the chairperson`s discretion the use of any other
form of proxy.
Scheme members who hold certificated shares in the Applicant through a nominee
and shareholders who hold dematerialised shares in the Applicant through a CSDP
or broker who have not elected own-name registration should timeously inform
their nominees, CSDPs or brokers, as the case may be, to issue them with the
necessary letter of representation to attend the scheme meeting in person or,
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their voting
instructions in order for their votes to be represented at the scheme meeting.
Where there are joint holders of any scheme shares, any one of such persons may
vote at the scheme meeting in respect of such shares as if such joint holder was
solely entitled thereto, but if more than one of such joint holders be present
or represented at the scheme meeting, then the person whose name stands first in
the register in respect of such shares or his proxy, as the case may be, shall
be entitled to vote in respect thereof, as if he were the sole holder of such
shares.
In terms of the aforementioned Order of Court, the chairperson must report the
results of the scheme meeting to the above Honourable Court on Tuesday, 15 July
2008 at 10:00 or so soon thereafter as Counsel may be heard. A copy of the
chairperson`s report to the Court will be available on request to any scheme
member, free of charge, at the registered office of the Applicant during normal
business hours at least 7 (seven) calendar days prior to the date fixed by the
Court for the chairperson to report back to it.
To the extent that the conditions precedent are not fulfilled by Thursday, 21
August 2008, the above dates and times may be extended. To the extent that the
conditions precedent are fulfilled prior to Thursday, 21 August 2008, the
salient dates and times may be accelerated by agreement between the Applicant
and Bidco.
Any changes to the above dates and times will be released on SENS and published
in the press.
Mr Costas Carides
Chairperson of the scheme meeting
Attorneys to the scheme
Cliffe Dekker Inc.
1 Protea Place
Sandown
Sandton
2196
(Private Bag X7, Benmore, 2010)
Tel: (011) 290 7121
Fax: (011) 290 7321
Ref: Mr I Hayes/Mr M Friedman
Johannesburg
13 June 2008
Sponsor
Investec Bank Limited
Date: 13/06/2008 15:05:01 Produced by the JSE SENS Department.
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