| Tue 2 Sep 2008, 16:00 | | ENV - EnviroServ - Notice of Scheme Meeting |
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ENV
ENV
ENV - EnviroServ - Notice of Scheme Meeting
ENVIROSERV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1994/000280/06
Share code: ENV
ISIN: ZAE000010989
("EnviroServ")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Johannesburg, 2 September 2008
Before the Honourable Justice Willis Case number: 08/28540
In the ex parte application of:-
EnviroServ Holdings Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration Number 1994/000280/06)
Notice of Scheme Meeting
NOTICE IS HEREBY GIVEN THAT in terms of an order of Court dated Tuesday, 2
September 2008, the High Court of South Africa (Witwatersrand Local Division)
("Court") has ordered that a meeting ("Scheme Meeting") in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), of
the shareholders of the Applicant, registered as such at the close of business
on Tuesday, 23 September 2008 ("Scheme Members"), be convened under the
chairmanship of Mr C Carides, or failing him, Mr S Slom, both directors of
Fluxmans Incorporated, or failing both of them, another independent attorney or
advocate nominated for that purpose by the Applicant`s attorneys, Cliffe Dekker
Hofmeyr Incorporated ("Chairperson"), at 09h00, on Monday, 29 September 2008 at
the registered office of the Applicant situated at Brickfield Road, Meadowdale,
Germiston, 1401, for the purpose of considering and, if deemed fit, approving,
with or without modification, a scheme of arrangement ("Scheme") proposed by
Parchment Trading 72 (Proprietary) Limited ("Parchment Trading 72") between the
Applicant and its shareholders ("Scheme Participants").
The implementation of the Scheme will be subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the
sanctioning of the Scheme by the Court.
The basic characteristic of the Scheme is that, upon its implementation,
Parchment Trading 72 will acquire the entire issued share capital of the
Applicant and each Scheme Participant will receive R16.60 ("Scheme
Consideration") for each share in the Applicant ("Scheme Share") held by such
Scheme Participant on the record date of the scheme, which is expected to be
Friday, 31 October 2008. Scheme Participants will also be entitled to interest
on the Scheme Consideration at 1% (one percent) below the prime rate (nominal
annual compounded monthly in arrear) quoted by Absa Bank Limited for the period
from Tuesday, 7 October 2008 until the operative date of the Scheme, including
the first day and excluding the last day.
Each Scheme Member who holds certificated ordinary shares in the Applicant
("Certificated Scheme Member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant ("CSDP") or
broker and has own name registration ("Dematerialised Own Name Scheme Member"),
may attend, speak and vote, or abstain from voting, in person at the Scheme
Meeting or at any adjourned Scheme Meeting, or may appoint one or more proxies
(who need not be shareholders of the Applicant) to attend, speak and vote, or
abstain from voting, at the Scheme Meeting or any adjournment thereof in the
place of such Certificated Scheme Member or Dematerialised Own Name Scheme
Member.
A form of proxy for this purpose, for completion by Certificated Scheme Members
and Dematerialised Own Name Scheme Members only, is included in the document
which has been posted to all shareholders of the Applicant, at their addresses
as recorded in the register of members of the Applicant, registered as such at
the close of business not more than 5 (five) business days before the date of
such posting and in respect of holders of dematerialised shares who are not
Dematerialised Own Name Scheme Members ("Dematerialised Scheme Member"), at the
addresses as notified by Strate Limited to the Applicant`s transfer secretaries
at the close of business not more than 5 (five) 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 appear in the Applicant`s register of
members) 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).
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, Computershare Investor Services (Proprietary)
Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107) to be received by not later than 09h00 on Thursday, 25 September 2008, or
2 (two) business days preceding any adjourned Scheme Meeting, or handed to the
Chairperson not later than 10 (ten) minutes before the time of commencement of
the Scheme Meeting or any adjourned Scheme Meeting. Notwithstanding the
foregoing, the Chairperson (or any adjourned Scheme Meeting) may approve, in the
Chairperson`s discretion, the use of any other form of proxy.
Each Dematerialised Scheme Member may attend, speak and vote, or abstain from
voting, in person at the Scheme Meeting or adjourned Scheme Meeting only if such
Dematerialised Scheme Member informs its CSDP or broker timeously of its
intention to attend and vote, or abstain from voting, at the Scheme Meeting or
adjourned Scheme Meeting or be represented by proxy thereat in order for its
CSDP or broker to issue it with the necessary letter of representation to do so,
or if such Dematerialised Scheme Member provides its CSDP or broker timeously
with its voting instruction should such Dematerialised Scheme Member not wish to
attend the Scheme Meeting or adjourned Scheme Meeting in person in order for its
CSDP or broker to vote in accordance with its instruction at the Scheme Meeting
or adjourned Scheme Meeting. The CSDP or broker will then provide transfer
secretaries of the Applicant with forms of proxy in terms of each individual
Dematerialised Scheme Member`s instruction.
In terms of the aforementioned order of Court, the Chairperson must report the
results thereof to the Court on Tuesday, 7 October 2008, at 10h00 or so soon
thereafter as Counsel may be heard. A copy of the Chairperson`s report to the
Court will be available to any Scheme Member on request, 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.
Copies of this notice, the form of proxy to be used at the Scheme Meeting or any
adjourned Scheme Meeting, the Scheme, the Explanatory Statement in terms of
section 312(1) of the Companies Act explaining the Scheme and the order of Court
convening the Scheme Meeting, are included in the document which will be sent to
shareholders of the Applicant. Such documents may be inspected by shareholders
of the Applicant and copies thereof obtained on request, free of charge, during
normal business hours, at any time prior to the Scheme Meeting or any adjourned
Scheme Meeting, at the registered office of the Applicant, Brickfield Road,
Meadowdale, Germiston, 1401.
Mr C Carides
Chairperson of the Scheme Meeting
Sponsor:
Investec Bank Limited
Date: 02/09/2008 16:00:03 Produced by the JSE SENS Department.
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