| Wed 21 Jan 2009, 7:05 | | JCD - JCI Limited - Adjournment of the Scheme Meeting |
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JCD
JCD
JCD - JCI Limited - Adjournment of the Scheme Meeting
JCI LIMITED
("JCI" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
Share code: JCD (Suspended)
ISIN: ZAE000039681
ADJOURNMENT OF THE SCHEME MEETING
INTRODUCTION
Further to the announcement published on SENS on 11 December 2008, JCI
shareholders are advised that the scheme meeting referred to therein was held at
14:00 on 19 January 2009 at the Hilton Hotel, Rivonia Road, Sandton. At the
scheme meeting the Chairman, at the request of shareholders and/or
representatives of shareholders holding in excess of 25% of the votes
exercisable by JCI shareholders present or represented and entitled to vote and
after considering representations from other shareholders present or represented
at the scheme meeting, adjourned the scheme meeting until 14:00 on Monday, 2
February 2009 at the same venue.
Accordingly, the adjourned scheme meeting will be held at 14:00 on Monday, 2
February 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2001.
Shareholders of JCI, other than Randgold & Exploration Company Limited,
registered as such at 17:00 on Wednesday, 28 January 2009 ("scheme members")
will be entitled to attend and vote at the adjourned scheme meeting.
A form of proxy lodged or a letter of representation issued for the scheme
meeting will remain valid for the adjourned scheme meeting if the shareholder
concerned is still then a scheme member and to the extent of such scheme
member`s shareholding. In addition, properly completed new or replacement forms
of proxy may be lodged with or posted to the transfer secretaries of JCI,
Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall
Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or Capita
Registrars, Proxies Department, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, to be received by no later than 14:00 on Thursday, 29 January 2009 or
may be handed to the Chairman of the adjourned scheme meeting not later than 10
minutes before the time of the adjourned scheme meeting. Notwithstanding the
foregoing, the Chairman may approve, in the Chairman`s discretion, the use of
any other form of proxy.
Copies of this notice and of the document dated 15 December 2008 containing the
notice of scheme meeting, the form of proxy to be used at the scheme meeting and
the adjourned scheme meeting, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme and the order of Court
convening the scheme meeting may be inspected by shareholders of JCI and copies
thereof obtained on request, free of charge, during normal business hours, at
the registered office of JCI, 10 Benmore Road, Morningside, Sandton, 2196, at
any time prior to the adjourned scheme meeting.
Application will be made to the High Court to extend the date for the Chairman
of the adjourned scheme meeting to report the results thereof to the Court from
Tuesday, 27 January 2009 to Tuesday, 10 February 2009.
A copy of the Chairman`s report to the Court will be available to any scheme
member on request, free of charge, at the registered office of JCI, 10 Benmore
Road, Morningside, Sandton, 2196 during normal business hours at least 7
calendar days prior to the date fixed by the Court for the Chairman to report
back to it.
Isaac Vincent Maleka
Chairman of the scheme meeting
Johannesburg
20 January 2009
REVISED IMPORTANT DATES AND TIMES
2009
Last day to trade in JCI shares (over the Wednesday, 21 January
counter) in order to be recorded in the
register to vote at the scheme meeting
Voting record date to vote at the adjourned Wednesday, 28 January
scheme meeting (See note 3 below) by close
of trading on
Last day for receipt of forms of proxy for Thursday, 29 January
the scheme meeting by 14:00
Adjourned scheme meeting to be held at Monday, 2 February
14:00 on
Publication of results of adjourned scheme Monday, 2 February
meeting on SENS on
Publication of results of adjourned scheme
meeting in the South African press on Tuesday, 3 February
Court hearing to sanction the scheme, if
agreed to, (hereinafter referred to as "the Tuesday, 10 February
return date") on
Results of court hearing published on SENS Tuesday, 10 February
on
Results of court hearing published in the Wednesday, 11 February
South African press on
If the scheme is sanctioned and all
conditions precedent are fulfilled:
Final date - date on which it will be Friday, 20 February
announced that all conditions shall have
been fulfilled, giving salient dates
Last day to trade in JCI shares (over the Friday, 27 February
counter) for shareholders to be eligible to
receive the scheme consideration
Record date by 17:00 on which scheme Friday, 6 March
participants must be recorded in the
register in order to receive the scheme
consideration on
Operative date of the scheme, at the Monday, 9 March
commencement of trading on
Certificated scheme participants will, Monday, 9 March
provided that documents of title and duly
signed surrender documents are received, be
issued with R&E shares and, if applicable,
receive the cash application proceeds, on
or about
Dematerialised scheme participants will, Monday, 9 March
provided that their CSDPs register transfer
of their scheme shares in favour of R&E, be
issued with R&E shares and, if applicable,
receive the cash application proceeds on or
about
Termination of listing of JCI shares on the Tuesday, 10 March
JSE from the commencement of trading on
Listing of scheme consideration shares on Tuesday, 10 March
the JSE (note: the listing of such shares
will be suspended immediately upon listing)
on
Notes:
1. These dates and times are subject to further change. Any such change will
be published on SENS and in the South African press. Any reference to time
is a reference to South African time.
2. A form of proxy may be handed to the chairman of the scheme meeting up to
10 minutes before the commencement of the adjourned scheme meeting.
3. Shareholders on the South African register should note that as JCI is
settling through Strate, settlement for trade takes place 5 business days
after such trade. Therefore persons who acquired shares in JCI after
Wednesday, 21 January 2009 will not be eligible to vote at the adjourned
scheme meeting.
4. Shareholders will only be able to dematerialise their shares on or prior to
Friday, 27 February 2009.
Johannesburg
20 January 2009
Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisers to the scheme
Taback and Associates (Proprietary) Limited
Date: 21/01/2009 07:05:02 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.
