| Wed 13 Aug 2008, 17:29 | | AFP - Alexander Forbes Preference Share Investments Limited - Posting of annual |
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AFP
AFP
AFP - Alexander Forbes Preference Share Investments Limited - Posting of annual
financial statements, no change statement and notice of annual general meeting
Alexander Forbes Preference Share Investments Limited
(Formerly Micawber 515 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/031561/06)
Share code: AFP ISIN number: ZAE000098067
("AF Pref" or "the Company")
POSTING OF ANNUAL FINANCIAL STATEMENTS, NO CHANGE STATEMENT AND NOTICE OF ANNUAL
GENERAL MEETING
Shareholders are advised that the audited annual financial statements of AF Pref
and Alexander Forbes Equity Holdings (Pty) Limited for the period ended 31 March
2008 have been distributed today, 13 August 2008 and contain no modifications to
the results which were published on 2 June 2008.
Notice of the annual general meeting
Notice is hereby given that the second annual general meeting of members of the
Company will be held at Alexander Forbes Place, 61 Katherine Street, Sandown,
Sandton on Thursday, 4 September 2008 at 11h30 to transact the business as
stated in the annual general meeting notice forming part of the annual financial
statements.
Notice of separate class meeting
Notice is hereby given that a separate class meeting of the S redeemable
participating preference shares in the capital of the Company will be held at
Alexander Forbes Place, 61 Katherine Street, Sandown, Sandton on Thursday, 4
September 2008 at 12h00 (noon)(or so soon thereafter as the annual general
meeting convened to be held at 11h30 on Thursday, 4 September 2008 is concluded,
if later) to transact the business as stated in the separate class meeting
notice forming part of the annual financial statements.
EquityCo notice of annual general meeting
In terms of the Pre-Listing Statement of AF Pref issued on 10 July 2007, the
notice of annual general meeting of Alexander Forbes Equity Holdings (Pty)
Limited ("EquityCo") appears below. It is noted that AF Pref preference
shareholders registered as such on the close of business on Friday, 22 August
2008 will be entitled, subject to any applicable provisions of South African
law, and of the EquityCo articles, to instruct AF Pref to exercise the voting
rights, if any, pertaining to the EquityCo ordinary shares corresponding to
their AF Pref Preference Shares.
A document entitled Instruction as to Voting Rights, has been circulated to
shareholders with the annual financial statements and should be lodged with the
Company`s transfer secretaries or at the Company`s registered office on or
before 14h00 on Monday, 1 September 2008 in order to give AF Pref preference
shareholders` instructions as to the exercise of their voting rights.
Notice is hereby given that the second annual general meeting of members of
EquityCo will be held in the Acacia Board Room, 7th Floor, Alexander Forbes
Place, 61 Katherine Street, Sandown, Sandton on Thursday, 4 September 2008 at
14h00, for the consideration of the following resolutions:
To receive and adopt the audited annual financial statements for the period
ended 31 March 2008, together with the reports of the directors and auditors.
To re-elect directors of EquityCo. Messrs B Campbell, A J Claerhout, T Espiard,
M S Moloko, P G Nkadimeng, M C Ramaphosa, A Roux, P Schmid, J A Van Wyk, D M
Viljoen and Dr D Konar, who were appointed as directors during the year and, in
terms of clause 89 of EquityCo`s articles of association, retire at the annual
general meeting. The retiring directors are eligible and offer themselves for
re-election by way of separate resolutions:
B Campbell
A J Claerhout
T Espiard
D Konar
M S Moloko
P G Nkadimeng
M C Ramaphosa
A Roux
P Schmid
J A Van Wyk
D M Viljoen
The board recommends the candidates for favourable consideration by members at
the annual general meeting.
To re-appoint the auditors of EquityCo for the ensuing year.
The board recommends that PricewaterhouseCoopers Inc. be reappointed as external
auditors.
4. SPECIAL RESOLUTION NUMBER 1
RESOLVED AS A SPECIAL RESOLUTION THAT, in terms of section 38(2A)(b) of the
Companies Act, No. 61 of 1973, as amended ("the Act"), the shareholders of
EquityCo hereby sanction the provision by EquityCo of financial assistance to
Dreamworld Investments 518 (Proprietary) Limited ("Dreamworld") by making a loan
to Dreamworld on or about 6 June 2008 in the total sum of R 12 971 094.06
(twelve million nine hundred seventy one thousand and ninety four rand and six
cents) ("the Loan") on the following material terms:
the Loan shall carry no interest;
the Loan shall be repayable to EquityCo by Dreamworld on the date that
Dreamworld disposes, in part or in full, of its shares in EquityCo provided that
the repayment will not be earlier than 3 years and not later than 7 years from
the date that the loan was advanced;
Dreamworld shall repay the Loan to EquityCo in full, in cash.
(collectively, "the Financial Assistance").
The reason for the passing of the Special Resolution is to authorise EquityCo to
provide the Financial Assistance for purposes of Dreamworld acquiring the Shares
in the capital of EquityCo. The effect of passing the Special Resolution, if
passed, is that EquityCo will provide the Financial Assistance for purposes of
Dreamworld acquiring the Shares in the capital of EquityCo.
5. ORDINARY RESOLUTION NUMBER 4
Any director of EquityCo be and is authorised to sign all such documents and do
all such things as may be necessary or requisite to give effect to Special
Resolution number 1, above.
RECORDAL
It is hereby recorded that the purpose of the Financial Assistance is to
facilitate Dreamworld in acquiring, in aggregate, 17 013 839 (seventeen
million thirteen thousand eight hundred and thirty nine) shares in the share
capital of EquityCo, constituting 4.5% (four and a half percent) of the entire
issued share capital of EquityCo("the Shares").
It is hereby further recorded that EquityCo`s board of directors is satisfied
that:
1. subsequent to the provision of the Financial Assistance the consolidated
assets of EquityCo fairly valued will be more than its consolidated liabilities;
and
2. subsequent to providing the Financial Assistance, and for the duration of
the provision thereof, EquityCo will be able to pay its debts as they become due
in the ordinary course of business.
In order to be effective, duly completed forms of proxy must be received at the
office of the Company Secretary of EquityCo, whose details appear below, by not
later than 14h00 on Tuesday, 2 September 2008.
13 August 2008
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 13/08/2008 17:29:29 Produced by the JSE SENS Department.
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