| Fri 17 Oct 2008, 7:05 | | CUH - Credit U Holdings Limited - Order Of Court |
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CUH
CUH
CUH - Credit U Holdings Limited - Order Of Court
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number 41553/08
Pretoria 14 October 2008
Before the Honourable Mr Justice Mavundla
In the ex parte application of
CREDIT U HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 2002/003827/06)
(JSE code: CUH & ISIN: ZAE000115085)
Order Of Court
Upon the motion of Counsel for the Applicant and having read the notice of
motion and other documents filed of record:
IT IS ORDERED THAT:
1. a meeting ("scheme meeting") in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended ("Companies Act") of the ordinary
shareholders of the applicant, recorded in the applicant`s share register
as such at the close of business on Friday, 7 November 2008 other than the
Credit U share incentive scheme ("scheme members") be held under the
chairmanship of Advocate Jose Brett SC, or failing him Advocate Lucas van
der Merwe SC at 9:30 on Wednesday, 12 November 2008, in the boardroom of
Credit U Holdings Limited at Eco Fusion 4, Block B, Witch Hazel Street,
Highveld, Centurion, for the purpose of considering and, if deemed fit,
approving, with or without modification, the scheme of arrangement
("scheme") proposed by Blue Financial Services Limited ("Blue"), between
the applicant and its ordinary shareholders registered as such on the
record date of the scheme meeting;
2. Advocate Jose Brett SC and failing him for any reason Advocate Lucas van
der Merwe SC be and is hereby appointed as Chairman of the scheme meeting
("Chairman");
3. the Chairman of the scheme meeting is authorised to :-
3.1 convene the scheme meeting;
3.2 appoint scrutinisers for the purpose of the scheme meeting;
3.3 determine the validity and acceptability of any form of proxy
submitted for use at the scheme meeting and any adjournment thereof;
3.4 adjourn the scheme meeting from time to time if he considers it
necessary or desirable to do so;
3.5 determine the procedure to be followed at the scheme meeting and any
adjournment thereof; and
3.6 accept forms of proxy handed to him by not later than 10 (ten) minutes
before the scheme meeting is due to commence.
4. the Applicant shall cause a notice convening the scheme meeting
(substantially in the form contained in the papers before the Court) to be
published once in each of the Government Gazette, Business Day and Beeld by
not later than 14 (fourteen) calendar days before the date of the scheme
meeting. Such notice shall state:-
4.1. the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened in terms of this order to
consider and, if deemed fit, agree to, with or without modification,
the scheme;
4.3 that a copy of this order, the scheme and the explanatory statement in
terms of section 312(1) of the Act may be inspected and copies
obtained free of charge during normal business hours at any time prior
to the scheme meeting at the offices of the applicant at Eco Fusion 4,
Block B, Witch Hazel Street, Highveld, Centurion; and
4.4 the basic characteristics of the scheme.
5. a copy of :-
5.1 the scheme and the explanatory statement in terms of section 312(1) of
the Act substantially in the form contained in the papers before the
Court;
5.2 the notice convening the scheme meeting substantially in the form
contained in the papers before the Court;
5.3 the form of proxy to be used at the scheme meeting substantially in
the form contained in the papers before the Court; and
5.4 this Order,
shall be sent by the applicant by prepaid registered post by not later
than 14 (fourteen) calendar days before the date of the scheme meeting
to:
5.4.1 each of the shareholders of the applicant to their
respective addresses as recorded in the register of the
members of the Applicant;
5.4.2 those persons named by the Central Securities Depository
Participants ("CSDPs") administering sub-registers of the
Applicant as being beneficial holders of shares in the
Applicant as and at their respective addresses reflected in
the records of the CSDPs;
at the close of business on a date not more than 4 (four) business
days before the date of such posting.
6. a copy of the documents referred to in paragraph 5 shall lie open for
inspection for at least 14 (fourteen) calendar days prior to the date of
the scheme meeting, during normal business hours at the offices of the
applicant referred to in paragraph 4.3 above and at the office of Exchange
Sponsors (Pty) Limited, 44A Boundary Road, Inanda, 2196;
7. the date of posting of the documents referred to in paragraph 5 above shall
be evidenced by an affidavit, duly supported by post office receipts;
8. the Chairman of the scheme meeting shall report, by way of an affidavit,
the result thereof to this Court on Tuesday, 25 November 2008 at 10h00 or
so soon thereafter as Counsel for the applicant may be heard;
9. in the report required by the Court from the Chairman, details should be
given of :-
9.1 the number and percentage of scheme members present in person or
represented at the scheme meeting;
9.2 the number and percentage of scheme members represented by proxy at
the scheme meeting and of those, the number represented by the
Chairman in terms of proxies;
9.3 the number of shares held by all the scheme members;
9.4 any proxies which have been disallowed and the reasons therefor;
9.5 all resolutions passed at the scheme meeting, with particulars of the
number and percentage of votes cast in favour of and against each such
resolution and of any abstentions in respect thereof, indicating in
each case how many and what percentage votes were cast by the Chairman
in terms of proxies;
9.6 all rulings made and directions given by the Chairman at the scheme
meeting;
9.7 the relevant portions of documents and reports submitted to or tabled
at the scheme meeting which bear upon the merits and demerits of the
scheme, including copies thereof; and
9.8 the main points of any other proposal submitted to the scheme meeting
and what transpired in respect thereof.
10. the report required by this Court from the Chairman shall comply with the
requirements of section FE of the Practice Manual of this Court;
11. the Chairman shall make available, and the notice of the scheme meeting
which is published and sent to the shareholders of the applicant shall
include a statement that it will be so available, a copy of the Chairman`s
report to this Court free of charge at the applicant`s registered office to
any scheme member on request during normal business hours for at least 7
(seven) calendar days prior to the date fixed by this Court for the
Chairman to report back to it;
12. shareholders who hold certificated ordinary shares in the applicant and
shareholders who hold dematerialised ordinary shares in the Applicant
through a CSDP or broker in "own name" registration form who wish to vote
by proxy, shall tender as their proxy, a proxy in the form of proxy
referred to in paragraph 5.3 of this order. In addition, forms of proxy may
be handed to the Chairman up to 10 (ten) minutes before the scheme meeting
is due to commence;
13. shareholders who hold certificated ordinary shares in the applicant through
a nominee and shareholders who hold dematerialised ordinary shares in the
applicant through a CSDP or broker not in "own name" registration form
shall timeously inform their nominees, CSDPs or brokers, as the case may
be, to issue them with the necessary authorisations to attend the scheme
meeting 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.
By Order of the Court
Registrar
Applicant`s attorneys
Edelstein Bosman Inc.
Date: 17/10/2008 07:05:02 Produced by the JSE SENS Department.
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