| Wed 5 Nov 2008, 16:36 | | MYT - Monyetla - Notice Of Monyetla Debenture Holders` Scheme Meeting |
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MYT
MYT
MYT - Monyetla - Notice Of Monyetla Debenture Holders` Scheme Meeting
Monyetla Property Fund Limited
(Registration No. 1987/006274/06)
Share Code: MYT
ISIN Code: ZAE000093761
("Monyetla")
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number 37105/08
In the ex parte application of:
Monyetla Property Fund Limited Applicant
(Registration number 1987/006274/06)
NOTICE OF MONYETLA DEBENTURE HOLDERS` SCHEME MEETING
1. Under authority of an Order of the High Court of South Africa
(Witwatersrand Local Division) ("the Court") issued in the above matter on
Tuesday, 4 November 2008, this notice serves to convene a meeting ("the
debenture holders` scheme meeting") of the linked unitholders of the
Applicant in their capacity as creditors of the Applicant in respect of the
debentures in the Applicant held by them (other than Capital Property Fund
("Capital" or "the proposer") who are recorded in the register of the
Applicant as such at 17:00 on Wednesday, 26 November 2008 ("the scheme
members").
2. The debenture holders` scheme meeting will be held at 10:30 (or ten minutes
after the conclusion of the scheme meeting of the linked unitholders of the
Applicant in their capacity as shareholders of the Applicant, whichever is
the later) on Monday, 1 December 2008, at 3rd Floor, Rivonia Village,
Rivonia Boulevard, Rivonia, 2191. Mr Jonathan Blou has been appointed by
the Court as Chairman of the debenture holders` scheme meeting and the
Chairman`s address is c/o Knowles Husain Lindsay Inc, 4th Floor, The Forum,
2 Maude Street, Sandown, Sandton, 2196).
3. The purpose of the debenture holders` scheme meeting is to consider and, if
deemed fit, agree (with or without modification agreed to between the
proposer and the Applicant) to the scheme of arrangement ("the scheme")
proposed by the proposer between the Applicant and the scheme members in
their capacity as creditors of the Applicant in respect of the debentures
in the Applicant held by them. The object of the scheme is that, subject to
the fulfilment of certain conditions precedent which are stated in
paragraph 5.2 of the scheme of arrangement contained in the circular to the
Applicant`s linked unitholders dated 5 November 2008 ("the circular"), the
proposer will acquire all of the linked units in the Applicant from the
Applicant`s linked unitholders who are recorded in the register as such on
the scheme consideration record date (as referred to in the circular and
which is expected to be Friday, 16 January 2009) ("the scheme
participants"). In terms of the scheme, the scheme participants will
receive the scheme consideration for every linked unit in the Applicant
held on the scheme consideration record date. The scheme consideration is
0.50926 units in Capital for every linked unit in the Applicant.
4. Copies of the scheme, the Explanatory Statement in terms of sections
312(1)(a)(i) and 312(2) of the Companies Act, 1973 (Act 61 of 1973) ("the
Act") which explains the scheme, the Valuation Statement in terms of
sections 312(1)(a)(ii) and 312(2) of the Act, the Statement of the
interests of the directors and trustees in terms of sections 312(1)(a)(iii)
and 312(2) of the Act, the Additional Information required by the JSE
Limited and Securities Regulation Panel, the relevant form of proxy and the
Order of Court convening the debenture holders` scheme meeting are included
in the circular of which this notice forms part and copies thereof may be
inspected at and may, on request, be obtained free of charge, during normal
business hours for at least two weeks prior to the date of the debenture
holders` scheme meeting from the registered address of the Applicant being
3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191 or from the
office of the Chairperson, being c/o Knowles Husain Lindsay Inc, 4th Floor,
The Forum, 2 Maude Street, Sandown, Sandton, 2196, by any scheme member.
5. Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units in
the Applicant through a Central Securities Depository Participant ("CSDP")
and has "own name" registration ("dematerialised own name scheme member"),
may attend, speak and vote in person at the debenture holders` scheme
meeting or any postponed or adjourned debenture holders` scheme meeting, or
may appoint one or more proxies (who need not be linked unitholders of the
Applicant) to attend, speak and vote at the debenture holders` scheme
meeting in the place of such certificated scheme member or dematerialised
own name scheme member. A form of proxy (white) for this purpose, for
completion by certificated scheme members and dematerialised own name
scheme members only, is included in the circular, which was posted to
scheme members at their addresses as recorded in the register of
certificated linked unitholders and the sub-register of holders of
dematerialised linked units of the Applicant as at the close of business on
the date being not more than four 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
stand in the Applicant`s register of linked unitholders) 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.
6. Properly completed white 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 no later than 10:30 on
Thursday, 27 November 2008, or on the business day immediately preceding
any postponed or adjourned debenture holders` scheme meeting, or handed to
the Chairman of the debenture holders` scheme meeting no later than ten
minutes before the debenture holders` scheme meeting or postponed or
adjourned debenture holders` scheme meeting is due to commence or
recommence. Notwithstanding the aforegoing, the Chairman of the debenture
holders` scheme meeting may approve in his discretion the use of any other
form of proxy.
7. Each person who holds a beneficial interest in dematerialised linked units
in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at
the debenture holders` scheme meeting or any postponed or adjourned
debenture holders` scheme meeting only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and
vote at the debenture holders` scheme meeting or any postponed or adjourned
debenture holders` scheme meeting or be represented by proxy thereat in
order for his/her CSDP or broker to issue him/her with the necessary letter
of representation to do so or such dematerialised scheme member provides
his/her CSDP or broker timeously with his/her voting instruction should
such dematerialised scheme member not wish to attend the debenture holders`
scheme meeting or postponed or adjourned debenture holders` meeting in
person in order for his/her CSDP or broker to vote in accordance with
his/her instruction at the debenture holders` scheme meeting or postponed
or adjourned meeting. The CSDP or broker will then provide the transfer
secretaries of the Applicant with white proxy forms in terms of each
individual dematerialised scheme member`s instruction.
8. The Order of Court convening the debenture holders` scheme meeting requires
the Chairman to report on the debenture holders` scheme meeting to the
above Honourable Court at 10:00 or so soon thereafter as counsel may be
heard on Tuesday, 9 December 2008. During normal business hours in the week
preceding that date a free copy of the Chairman`s report to Court will be
available to any scheme member at the Chairman`s office and the Applicant`s
registered office referred to in paragraph 4 above.
Jonathan Blou
Chairman of the debenture holders` scheme meeting
Date: 4 November 2008
Knowles Husain Lindsay Inc.
Attorneys for Applicant
4th Floor, The Forum
2 Maude Street
Sandown
Sandton
2196
(PO Box 782687, Sandown, 2146)
Tel: (011) 669 6000
Fax: (011) 669 6299
Ref: Ian Lindsay
Corporate advisor and sponsor to the proposer and
transaction sponsor to Monyetla
Java Capital (Proprietary) Limited
Sponsor to Monyetla
Deloitte & Touche Sponsor Services (Pty) Limited
Date: 05/11/2008 16:36:06 Produced by the JSE SENS Department.
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