| Fri 17 Oct 2008, 7:06 | | CUH - Credit U - Notice Of Scheme Meeting |
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CUH
CUH
CUH - Credit U - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 41553/08
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)
("Credit U" or "the company")
Notice is hereby given in terms of an Order of Court dated Tuesday, 14
October 2008 in the above matter that the High Court of South Africa
(Transvaal Provincial Division) has ordered in accordance with the
provisions of section 311 of the Companies Act, 1973 (Act 61 of 1973) as
amended ("Companies Act"), that a meeting ("scheme meeting") of the
ordinary shareholders of the Applicant registered as such at the close of
business on Friday, 7 November 2008 other than the Credit U share incentive
scheme ("scheme members"), holding ordinary shares in the Applicant with a
par value 0.0001 cent per share ("Credit U shares"), be held at 09:30 on
Wednesday, 12 November 2008 in the boardroom at Eco Fusion 4, Block B,
Witch Hazel Street, Highveld, Centurion, under the chairmanship of Advocate
Jose Brett SC or failing him Advocate Lucas van der Merwe SC, 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.
The basic characteristic of the scheme is that, upon its implementation,
all of the Credit U shares held by scheme members recorded as such in the
share register of the Applicant on the scheme record date ("scheme record
date") (which date is expected to be Friday, 12 December 2008) ("scheme
participants"), will be acquired by Blue, and each scheme participant will
receive 44.5 Blue shares for every 100 Credit U shares held. 50% of the
Blue shares receivable will be placed with an underwriter at 540 cents per
share. Minority shareholders are entitled to place 70% of the balance of
the Blue shares receivable with a second underwriter at 540 cents per
share.
The terms of the scheme and the consideration to be received by scheme
participants are more fully set out in the circular (as defined below)
which has been sent to the shareholders of the Applicant.
Copies of the scheme and explanatory statement in terms of section
312(1)(a)(i) of the Companies Act, explaining the scheme, a copy of the
Order of Court convening the scheme meeting, this notice and the form of
proxy (pink) to be used at the scheme meeting and which has been sent to
shareholders of the Applicant and copies may be obtained on request free of
charge from the Applicant at its registered office, Eco Fusion 4, Block B,
Witch Hazel Street, Highveld, Centurion or the office of the transfer
secretaries, Computershare Investor Services (Proprietary) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 ("transfer secretaries")
during normal business hours from Friday, 17 October 2008.
Each scheme member who holds certificated shares or who holds
dematerialised shares through a Central Securities Depository Participant
("CSDP") and has "own-name" registration may attend, speak and vote in
person at the scheme meeting and may appoint any other person or persons
(who need not be a member of the Applicant) as a proxy or proxies to
attend, speak and vote in such member`s place at the scheme meeting.
Additional forms of proxy may be obtained on request from the registered
office of the Applicant or the office of the transfer secretaries as set
out above.
Each scheme member who holds dematerialised shares and does not have "own-
name" registration must timeously inform his CSDP or broker should he wish
to attend, speak and vote at the scheme meeting and apply to his CSDP or
broker for a letter of representation enabling him to attend the scheme
meeting or timeously provide his CSDP or broker with his voting instruction
in order for the CSDP or broker to vote on his behalf at the scheme
meeting.
Each form of proxy must be completed and signed in accordance with the
instructions printed thereon and must be lodged with or posted to the
transfer secretaries to be received by no later than 09:30 on Tuesday, 11
November 2008, or handed to the Chairman of the scheme meeting no later
than 10 (ten) minutes before the scheme meeting is due to commence. Where
there are joint holders of Credit U shares, any one of such persons may
vote at the scheme meeting in respect of such Credit U 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, then the one of the said
persons whose name stands first in the Applicant`s share register or his
proxy, as the case may be, shall alone be entitled to vote in respect
thereof, as if he was the sole holder of such Credit U shares.
In terms of the Order of Court, the Chairman of the scheme meeting will
report the result of such meeting to the above Honourable Court at 10:00 or
as soon thereafter as Counsel may be heard on Tuesday, 25 November 2008. A
copy of the Chairman`s report will be available on request (free of charge)
to any shareholder of the Applicant from the registered office of the
Applicant or from the office of the transfer secretaries referred to above,
during normal business hours for at least 7 (seven) calendar days before
the date fixed by the Court for the Chairman to report back to it.
The scheme is subject to the fulfilment of the conditions precedent stated
in the scheme, including the sanctioning of the scheme by the above
Honourable Court.
Chairman of the scheme meeting
Advocate Jose Brett SC
Applicant`s Attorneys
Edelstein-Bosman Inc.
220 Lange Street
New Muckleneuk, 0181
(PO Box 178, Groenkloof, 0027)
Johannesburg
17 October 2008
Date: 17/10/2008 07:06:01 Produced by the JSE SENS Department.
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