| Wed 11 Mar 2009, 10:52 | | CEL - Celcom Group Limited - Notice of scheme meeting |
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CEL
CEL
CEL - Celcom Group Limited - Notice of scheme meeting
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL ISIN: ZAE000087490
NOTICE OF SCHEME MEETING
In the South Gauteng High Court Case. No. 09/9704
(Johannesburg)
In the ex parte application of
Celcom Group Limited Applicant
(Registration number 1998/021219/06)
1 Under the authority of an order of the South Gauteng High Court,
Johannesburg ("the Court") issued in the above matter on Tuesday, 10 March
2009, this notice serves to convene a meeting ("scheme meeting") in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Companies Act") of the shareholders of the Applicant (other than
Convergence Communications (Proprietary) Limited, the L Brachini Family
Trust, the S Brachini Family Trust, Mr Luca Brachini, Mr Stefano Brachini,
the Karpathakis Trust and the holders of those shares which are to be
repurchased by the Applicant in part settlement of the consideration due in
respect of the disposal of the business conducted by its wholly owned
subsidiary, V Cellular Stores (Proprietary) Limited (such excluded ordinary
shareholders hereafter referred to as "the excluded members")), recorded in
the register of the Applicant at the close of business on Friday, 3 April
2009, ("the scheme members").
2 The scheme meeting will be held at 10h30 or immediately after the preceding
annual general meeting of the Applicant (whichever is the later) on
Tuesday, 7 April 2009 (or any adjourned date as determined by the chairman
("adjourned meeting")), at the head office of the Applicant, situate at
Unit E, Alphen Square West, corner 15th and George Streets, Randjespark,
1684. Mr Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes) has
been appointed by the Court as Chairman of the scheme meeting and the
Chairman`s offices are situate at c/o Cliffe Dekker Hofmeyr Incorporated,
4th Floor, 1 Protea Place, Sandown, Sandton, 2196 (Private Bag X7, Benmore
2010).
3 The purpose of the scheme is to consider and, if deemed fit, to agree to
(with or without modification) a scheme of arrangement proposed between the
Applicant and its shareholders (other than the excluded members). The basic
characteristic of the scheme is that, subject to the fulfilment of certain
conditions precedent which are set out in paragraph 5.2 of the scheme of
arrangement contained in the circular to the ordinary shareholders of the
Applicant dated Wednesday, 11 March 2009 ("the circular"), the company will
repurchase all of the ordinary shares in the Applicant from the ordinary
shareholders of the Applicant (other than the excluded members) 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, 8 May
2009) ("the scheme participants"). In terms of the scheme, the scheme
participants will receive R0.50 for every ordinary share in the Applicant
held on the scheme consideration record date.
4 Copies of the scheme, the Explanatory Statement in terms of section
312(1)(a)(i) of the Companies Act which explains the scheme, the Valuation
Statement in terms of section 312 (1)(a)(ii) of the Companies Act, the
Statement of the interests of the directors in terms of section
312(1)(a)(iii) of the Act, the Additional Information required by the JSE
Limited and the Securities Regulation Panel, the form of proxy to be used
for the scheme meeting and the Order of Court convening the scheme meeting
are included in the circular of which this notice forms part and which has
been sent to the ordinary shareholders of the Applicant. Shareholders of
the Applicant may during normal business hours, inspect, or obtain a copy
of, these documents free of charge from the addresses mentioned in
paragraph 2 above or from the offices of the Applicant`s Designated
Advisor, being Java Capital (Proprietary) Limited, at 2 Arnold Road,
Rosebank, Johannesburg, 2196 for at least 2 weeks prior to the date of the
scheme meeting.
5 Scheme members who hold certificated shares in the Applicant or who hold
dematerialised shares in the Applicant through a Central Securities
Depository Participant ("CSDP") or broker with "own name" registration may
attend, speak and vote in person at the scheme meeting or any adjourned
meeting, or may appoint one or more proxies (who need not be a member of
the Applicant) to attend, speak and vote at the scheme meeting or any
adjourned meeting in the place of such scheme members. A form of proxy for
this purpose is included in the circular which has been posted to all
holders of ordinary shares in the Applicant at their addresses as recorded
in the register or sub register of the Applicant, as the case may be, at
the close of business on the date being not more than five 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 scheme members with
"own name" registration, the vote of the senior certificated scheme member
or senior dematerialised scheme member with own name registration
(seniority will be determined by the order in which the names of the joint
certificated scheme members or joint dematerialised scheme members with
"own name" registration appear in register or sub register of the
Applicant, as the case may be, who tenders a vote (whether in person or by
proxy) will be accepted to the exclusion of the vote/s of the other joint
certificated scheme member/s or joint dematerialised scheme member/s with
"own name" registration.
6 Properly completed forms of proxy (green) must be lodged with or posted to
the transfer secretaries of the Applicant, being Computershare Investor
Services (Proprietary) Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2000 (PO Box 61763, Marshalltown, 2107), to be received by
them by no later than 10h30 on Friday, 3 April 2009, or on the business day
immediately preceding any adjourned meeting, or handed to the chairman no
later than 10 minutes before the scheme meeting or adjourned meeting is due
to commence. Notwithstanding the aforegoing, the chairman may approve in
his discretion the use of any other form of proxy.
7 Ordinary shareholders of the Applicant who hold dematerialised ordinary
shares in the Applicant through a CSDP or broker which are not in "own
name" registration form and who wish to attend and vote at the scheme
meeting or any adjourned meeting should timeously inform their CSDPs or
brokers of their intention to attend and vote at the scheme meeting or any
adjourned meeting in order for their CSDPs or brokers to issue them with
the necessary Letter of Representation to attend and vote at the scheme
meeting. Should such dematerialised ordinary shareholders of the Applicant
not wish to attend the scheme meeting or adjourned scheme meeting in
person, but wish to vote thereat, they should timeously provide their CSDPs
or brokers with their voting instructions in order for their CSDP or broker
to vote in accordance with their instruction at the scheme meeting or
adjourned scheme meeting. The CSDP or broker of such shareholders will then
provide the transfer secretaries of the Applicant with proxy forms in
respect of such individual dematerialised shareholders` instructions.
8 In terms of the aforementioned Order of Court, the chairman of the scheme
meeting is required to report the results thereof to the above Honourable
Court at 10h00 or so soon thereafter as Counsel may be heard on Tuesday, 21
April 2009. During normal business hours in the week preceding that date, a
copy of the chairman`s report to the Court will be available to any
ordinary shareholder of the Applicant on request free of charge at the
addresses mentioned in paragraph 2 above. If the scheme meeting is
adjourned, a copy of the chairman`s report to the Court will be available
for at least one week before the date on which the chairman is required to
report back to the Court.
Chairman of the scheme meeting
CHRISTOPHER HAIG EWING
Date: 11 March 2009
Applicant`s attorneys
Fluxmans Inc
11 Biermann Avenue
Rosebank, Johannesburg 2196
(Private Bag X41, Saxonwold, 2132)
Telephone number (011) 328 1700
Facsimile number (011) 880 2261
(Ref.: S. Slom/C. Wannell)
Applicant`s corporate advisor and Designated Advisor
Java Capital (Proprietary) Limited
2 Arnold Road, Rosebank, Johannesburg, 2196
Date: 11/03/2009 10:52:31 Produced by the JSE SENS Department.
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