| Thu 18 Dec 2008, 10:00 | | KWS - Kwikspace Modular Buildings Limited - Notice of scheme meeting |
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KWS
KWS
KWS - Kwikspace Modular Buildings Limited - Notice of scheme meeting
KWS - Kwikspace Modular Buildings Limited
(Formerly Kwikspace Modular Buildings (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration Number 1997/008959/06)
ISIN: ZAE000104287
Share Code: KWS
("Kwikspace" or "the Company")
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2008/41709
Before the Honourable Acting Justice Motloung
on Tuesday, 9 December 2008
In the ex parte application of:
KWIKSPACE MODULAR BUILDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1997/008959/06)
NOTICE OF SCHEME MEETING
Under authority of an Order of Court of the High Court of South Africa
(Witwatersrand Local Division) ("Court") issued in the above matter on Tuesday,
9 December 2008, this notice serves to convene a meeting ("scheme meeting") of
shareholders of the Applicant (other than Vantage Capital Kwikspace Investments
(Proprietary) Limited ("Vantage Capital") who are registered as such at the
close of business on Thursday, 8 January 2009.
The scheme meeting is to be held at 10:00 on Tuesday, 13 January 2009, at the
Applicant`s registered office, 32 Karee Kloof Road, Waterval, Kliprivier, under
the chairmanship of Mr Costas Carides or failing him, Mr Solomon Slom, both
attorneys practising as such at Fluxmans Incorporated, or failing both of them,
another independent attorney or advocate nominated for that purpose by Prinsloo
Tindle & Andropoulos Incorporated ("chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to agree
to (with or without modification) a scheme of arrangement ("scheme") in terms
of section 311 of the Companies Act (Act 61 of 1973), as amended, ("Companies
Act"), proposed by Clidet No 803 (Proprietary) Limited ("Clidet No 803")
between the Applicant and its shareholders (other than Vantage Capital),
registered as such on the record date of the scheme which is expected to be
Friday, 20 February 2009 ("the scheme participants"). The basic characteristic
of the scheme is that, upon implementation, Clidet No 803 will acquire the
entire issued share capital of the Applicant (other than the shares held by
Vantage Capital and a portion of the shares held by certain members of the
Applicant`s executive management). In terms of the scheme, scheme participants
will receive a cash consideration of R8.00 (eight rand) for every 1 (one)
ordinary share in the Applicant held by such scheme participant (subject to
possible adjustments for normal dividends and interest), which is payable on
the operative date of the scheme, which is expected to be on Monday, 23
February 2009.
The implementation of the scheme is subject to the fulfilment of certain
suspensive conditions including, but not limited to, the sanctioning of the
scheme by the above Honourable Court and a certified copy of the Order of the
above Honourable Court sanctioning the scheme being registered by the Registrar
of Companies ("suspensive conditions").
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned meeting, the form of surrender and transfer, the scheme, the
explanatory statement in terms of section 312(1)(i)(a) of the Companies Act
explaining the scheme and the Order of Court convening the scheme meeting, will
be sent to the shareholders of the Applicant at least 2 (two) weeks before the
date of the scheme meeting. Shareholders of the Applicant may, during normal
business hours at any time prior to the scheme meeting, inspect and obtain a
copy of those documents, free of charge, at the Applicant`s registered office
at 32 Karee Kloof Road, Waterval, Kliprivier 1871 as well as at the offices of
JP Morgan Equities Limited at 1 Fricker Road, Corner Hurlingham Road, Illovo,
Johannesburg, 2196.
Scheme members who hold certificated ordinary shares in the Applicant
("certificated scheme members") or who hold dematerialised shares in the
Applicant through a Central Securities Depository Participant ("CSDP") and have
"own- name" registration ("dematerialised own-name scheme members"), may
attend, speak and vote, or abstain from voting in person at the scheme meeting
or any adjourned 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 adjourned meeting in the place of such
certificated scheme members or dematerialised own-name scheme members. 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 holders of ordinary shares in the Applicant at their
addresses as recorded in the register of members of the Applicant at the close
of business on a date not more than 4 (four) calendar days before the date of
such posting. If more than 1 (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.
Where there are joint holders of any scheme shares, any one of such persons may
vote at the scheme meeting in respect of such shares as if such joint holder
was solely entitled thereto, but if more than one of such joint holders be
present or represented at the scheme meeting, then the person whose name stands
first in the register in respect of such shares or his proxy, as the case may
be, shall be entitled to vote in respect thereof, as if he were the sole holder
of such shares.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, Link Market Services South Africa (Proprietary)
Limited, to be received by no later than 10:00 on Friday, 9 January 2009, or on
the business day immediately preceding any adjourned meeting, or handed to the
chairperson of the scheme meeting not later than 10 (ten) minutes before the
scheduled time for the commencement of the scheme meeting or adjourned scheme
meeting. Notwithstanding the aforegoing, the chairperson may in the
chairperson`s discretion approve the use of any other form of proxy.
Scheme members who hold a beneficial interest in dematerialised ordinary shares
in the Applicant and who do not have own-name registration ("dematerialised
scheme members") may attend, speak and vote, or abstain from voting at the
scheme meeting or any adjourned meeting unless such dematerialised scheme
members inform their CSDP or broker timeously of their intention to attend and
vote, or abstain from voting at the scheme meeting or adjourned meeting or be
represented by proxy thereat in order for their CSDP or broker to issue them
with the necessary letter of representation in writing to do so or such
dematerialised scheme member provides their CSDP or brokers timeously with
their voting instruction should such dematerialised scheme member not wish to
attend the scheme meeting or adjourned meeting in person in order for their
CSDP or broker to vote in accordance with their instruction at the scheme
meeting or adjourned meeting. The CSDP or broker will then provide the transfer
secretaries of the Applicant with forms of proxy in terms of each individual
dematerialised scheme member `s instructions.
In terms of the aforementioned Order of Court the chairperson of the scheme
meeting or adjourned meeting must report the results thereof to the above
Honourable Court on Tuesday, 3 February 2009 at 10:00 or as soon thereafter as
Counsel may be heard. A copy of the chairperson`s report to the Court will be
made available on request to any scheme member, free of charge, at the
registered office of the Applicant, being 32 Karee Kloof Road, Waterval,
Kliprivier 1871, for a period of at least 7 (seven) calendar days prior to the
date fixed by the above Honourable Court for the chairperson to report back to
the above Honourable Court.
To the extent that the suspensive conditions are not fulfilled by 30 April
2009, the above dates and times may be extended by agreement between the
Applicant and Clidet No 803. To the extent that the suspensive conditions are
fulfilled prior to 30 April 2009, the salient dates and times may be
accelerated by agreement between the Applicant and Clidet No 803.
Any changes to the above dates and times will be released on SENS.
Mr Costas Carides
Chairperson of the scheme meeting
CLIFFE DEKKER HOFMEYR INC.
Attorneys for the Applicant
1 Protea Place
Sandown
Sandton
2196
(Private Bag, X7, Benmore, 2010)
Tel: (011) 290 7121
Fax: (011) 290 7321
Ref: Mr I K Hayes / Mr M Friedman
Date: 18/12/2008 10:00:20 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
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