| Fri 19 Dec 2008, 9:32 | | AFO - Aflease Gold Limited - Notice Of Scheme Meeting |
|
AFO
AFO
AFO - Aflease Gold Limited - Notice Of Scheme Meeting
Aflease Gold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
JSE Share code: AFO
ISIN: ZAE000075867
International Prime QX (OTCQX): AFSGY
("Aflease")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case No: 55875/2008
Before the Honourable Acting Justice Potterill
In the ex parte application of:
AFLEASE GOLD LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated Wednesday, 17
December 2008, the High Court of South Africa (Transvaal Provincial Division)
("the Court") 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 17:00 on Friday, 16 January 2009 or, if the scheme meeting
is adjourned, at 17:00 on the business day (i.e. any day other than a Saturday,
Sunday or official public holiday in South Africa) that is 2 (two) business days
before the date of such adjourned meeting ("scheme members"), be held under the
chairpersonship of Mr Jonathan Schlosberg, or failing him any other director of
the attorneys firm Bowman Gilfillan Inc. nominated for that purpose by
Applicant`s attorneys of record ("Chairperson"), at 09:00, on Wednesday, 21
January 2009 (or any adjourned date as determined by the Chairperson) at The
Place, 1 Sandton Drive, South Wing, Sandown, Johannesburg for the purpose of
considering and, if deemed fit, of approving, with or without modification, the
scheme of arrangement ("scheme") proposed by BMA Gold Limited ("BMA") between
the Applicant and the ordinary shareholders of the Applicant ("scheme
participants") registered as such on the record date to receive the
consideration in terms of the scheme ("consideration record date"); provided
that the scheme meeting shall not be entitled to agree to any modifications of
the scheme which will have the effect of diminishing the rights that are to
accrue in terms thereof to scheme participants.
The implementation of the scheme is subject to the fulfilment of the conditions
stated therein including, but not limited to, the sanction of the Court.
The basic object and effect of the scheme of arrangement is that, upon
implementation, BMA will acquire all the issued ordinary shares of the
Applicant. In exchange, the scheme participants will receive 1 ordinary share of
BMA, after the anticipated consolidation of BMA ordinary shares, for every 1
Aflease ordinary share held by such scheme participants on the consideration
record date for the scheme.
Copies of this notice, the scheme, the explanatory statement in terms of section
312(1)(a)(i) of the Companies Act, the form of proxy to be used at the scheme
meeting, the Order of Court authorising the convening of the scheme meeting and
a form of surrender and transfer will be sent by the Applicant by pre-paid
registered post at least 14 (fourteen) calendar days before the date of the
scheme meeting to: (a) each ordinary shareholder whose name appears on the
Applicant`s register and sub-registers, to that ordinary shareholder`s address
appearing in the register and relevant sub-register (as the case may be) and (b)
each person who is beneficially entitled to ordinary shares in the Applicant, to
that person`s address identified by the Applicant`s transfer secretaries. The
identification of each such ordinary shareholder and person beneficially
entitled to the Applicant`s ordinary shares and their respective addresses shall
be performed by the Applicant`s transfer secretaries and shall take place as at
17:00 on the day not more than 5 (five) business days before the date of
posting. In addition, copies may on request by the ordinary shareholders of the
Applicant during normal business hours be inspected or obtained free of charge,
at any time prior to the scheme meeting or any adjournment thereof, at the
registered office of the Applicant, at First Floor, 45 Empire Road, Parktown,
Johannesburg.
Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant ("CSDP") or
broker with "own-name" registration ("dematerialised own name scheme member")
may attend, speak and vote in person at the scheme meeting or any adjournment
thereof, or may appoint any other person or persons (who need not be
shareholders of the Applicant) as a proxy or proxies to attend, speak and vote,
or abstain from voting at the scheme meeting or any adjournment thereof in the
place of such certificated scheme member or dematerialised own name scheme
member.
Each form of proxy should be completed and signed in accordance with the
instructions contained therein and lodged with or posted to the Applicant`s
transfer secretaries, Computershare Investor Services (Proprietary) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), so as to be received by no later than 09:00 on Monday, 19
January 2009 or on the business day immediately preceding any adjournment
thereof. Alternatively, the form of proxy may be handed to the Chairperson no
later than 10 (ten) minutes before the time for which the scheme meeting has
been convened.
Each scheme member who holds dematerialised shares in the Applicant through a
CSDP or broker, other than a dematerialised own name scheme member
("dematerialised scheme member"), must give his/her voting instructions to
his/her CSDP or broker by the time and in the manner prescribed in the custody
agreement concluded between the relevant scheme member and his/her CSDP or
broker. If a dematerialised scheme member wishes to attend and vote at the
scheme meeting in person or be represented thereat by proxy he/she should
timeously inform his/her CSDP or broker of his/her intention to attend and vote
in person at the scheme meeting or be represented by proxy thereat in order for
the CSDP or broker to issue him/her with the necessary letter of representation
to do so.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of those ordinary shares
as if such joint holder was solely entitled thereto, but if more than 1 (one) of
the joint holders is present or represented at the scheme meeting, then the
joint holder whose name appears first in the Applicant`s register of members in
respect of such ordinary shares (or his/her proxy) will be entitled to vote in
respect of those shares at the scheme meeting. If more than 1 (one) proxy is
appointed on a single proxy, then only one of these proxies (in order of
appointment) will be entitled to exercise that proxy.
In terms of the Order of Court, the Chairperson must report the result of the
scheme meeting to the Court on Tuesday, 3 February 2009 at 10:00 or so soon
thereafter as counsel may be heard or at such later time and date as may be
necessitated by any adjournment of the scheme meeting. A copy of the
Chairperson`s report to the Court will be available, free of charge, to any
scheme member on request, at the registered office of the Applicant during
normal business hours for at least 7 (seven) calendar days prior to Tuesday, 3
February 2009 or, any extension of such date.
Jonathan Schlosberg
Chairperson of the scheme meeting
care of:
DENEYS REITZ
Applicant`s Attorneys
8th Floor, Southern Life Centre
8 Riebeek Street
Cape Town, 8001
and
82 Maude Street
Sandton, 2146
Johannesburg
Ref: M T Steyn
Tel: 021 405 1200
Date: 19/12/2008 09:32:20 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
