| Wed 5 Nov 2008, 16:35 | | MYT - Monyetla - Notice Of Monyetla Shareholders` Scheme Meeting |
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MYT
MYT
MYT - Monyetla - Notice Of Monyetla Shareholders` 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 SHAREHOLDERS` 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
shareholders` scheme meeting") of the linked unitholders of the Applicant
in their capacity as shareholders of the Applicant (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 shareholders` scheme meeting will be held at 10:00 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
shareholders` 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 shareholders` 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 shareholders of the Applicant. 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 shareholders` 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
shareholders` scheme meeting from the registered office of the Applicant
being 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191 or from
the office of the Chairman, 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 shareholders` scheme meeting or
any postponed or adjourned shareholders` 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 shareholders` scheme meeting in the place of
such certificated scheme member or dematerialised own name scheme member. A
form of proxy (green) 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 green 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 10:00 on
Thursday, 27 November 2008, or on the business day immediately preceding
any postponed or adjourned shareholders` scheme meeting, or handed to the
Chairman of the shareholders` scheme meeting no later than ten minutes
before the shareholders` scheme meeting or postponed or adjourned
shareholders` scheme meeting is due to commence or recommence.
Notwithstanding the aforegoing, the Chairman of the shareholders` 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 shareholders` scheme meeting or any postponed or adjourned
shareholders` 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 shareholders` scheme meeting or any postponed or adjourned
shareholders` 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 shareholders`
scheme meeting or any postponed or adjourned shareholders` scheme meeting
in person in order for his/her CSDP or broker to vote in accordance with
his/her instruction at the scheme meeting or any postponed or adjourned
shareholders` scheme meeting. The CSDP or broker will then provide the
transfer secretaries of the Applicant with green proxy forms in terms of
each individual dematerialised scheme member`s instruction.
8. The Order of Court convening the shareholders` scheme meeting requires the
Chairman to report on the shareholders` 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.
Mr Jonathan Blou
Chairman of the shareholders` 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 16:35:08 Produced by the JSE SENS Department.
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