| Thu 12 Mar 2009, 16:21 | | APA - ApexHi Properties Limited - Notice of scheme meeting of the Apexhi A |
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APA
APA
APA - ApexHi Properties Limited - Notice of scheme meeting of the Apexhi "A"
shareholders
ApexHi Properties Limited
Registration No. 1999/000238/06
Share codes: APA ISIN codes: ZAE000083598
NOTICE OF SCHEME MEETING OF THE APEXHI "A" SHAREHOLDERS
IN THE SOUTH GAUTENG HIGH COURT (JOHANNESBURG) CASE NUMBER 09/9707
In the ex parte application of -
APEXHI PROPERTIES LIMITED Applicant
(Registration number 1999/000238/06)
NOTICE OF SCHEME MEETING OF THE APEXHI "A" SHAREHOLDERS
1. Under 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 ("the shareholders`
scheme meeting") of the "A" linked unitholders of the Applicant in their
capacity as shareholders of the Applicant in respect of the "A" ordinary
shares in the Applicant held by them (other than Redefine Income Fund
Limited ( "the proposer")) who are recorded in the register of the
Applicant as such at 17:00 on Monday, 30 March 2009 ("the scheme
members").
2. The shareholders` scheme meeting will be held at 12:00 on Friday, 3 April
2009, at 2 Arnold Road, Rosebank, Johannesburg, 2196. Mr Kevin John
Trudgeon (or failing him, Mr Gareth Walter Driver) has been appointed by
the Court as Chairman of the shareholders` scheme meeting and the
Chairman`s address is c/o Werksmans Inc., 155 - 5th Street, Sandown,
Johannesburg, 2196, Gauteng (Private Bag 10015, Sandton, 2146).
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 in respect of the "A"
ordinary shares in the Applicant held by them. 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 "A" linked unitholders dated 12 March 2009
("the circular"), the proposer will acquire all of the "A" linked units
in the Applicant that it does not already own from the Applicant`s "A"
linked unitholders (other than the proposer) 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, 3 July 2009) ("the
scheme participants"). In terms of the scheme, the scheme participants
will receive 202 linked units in the proposer for every 100 "A" linked
units in the Applicant held on the scheme consideration record date
(rounded up or down to the nearest whole number according to the rounding
principle).
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 of the Applicant`s debenture
trust 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 2 weeks prior to the date of the shareholders` scheme
meeting from the registered office of the Applicant being 2nd Floor,
Broll House, 27 Fricker Road, Illovo, 2196 or from the office of the
Chairman, being c/o Werksmans Inc., 155 - 5th Street, Sandown,
Johannesburg, 2196, Gauteng (Private Bag 10015, Sandton, 2146) by any "A"
linked unitholder of the Applicant.
5. Each scheme member who holds certificated "A" linked units in the
Applicant ("certificated scheme member") or who holds dematerialised "A"
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 "A"
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 the "A" linked unitholders of the Applicant at their
addresses as recorded in the register of certificated "A" linked
unitholders and the sub-register of holders of dematerialised "A" linked
units of the Applicant with "own name" registration as 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 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 appear in the Applicant`s
register or sub-register, as the case may be, of "A" linked unitholders)
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 own name scheme member/s.
6. Properly completed forms of proxy (green) must be lodged with or posted
to the transfer secretaries of the Applicant, Link Market Services South
Africa (Proprietary) Limited, 5th Floor, 11 Diagonal Street,
Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) to be received by
them by no later than 12:00 on Wednesday, 1 April 2009 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 any
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 "A" 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. Should any dematerialised scheme
member not wish to attend the shareholders` scheme meeting or any
postponed or adjourned shareholders` scheme meeting in person, such
dematerialised scheme member should timeously provide his/her CSDP or
broker with his/her voting instructions in order for his/her CSDP or
broker to vote in accordance with his/her instruction at the
shareholders` scheme meeting or any postponed or adjourned shareholders`
scheme meeting. The CSDP or broker will then provide the transfer
secretaries of the Applicant with a proxy form (green) in respect of such
individual dematerialised scheme members` instructions.
8. The Order of Court convening the shareholders` scheme meeting requires
the Chairman to report on the shareholders` scheme meeting to the Court
at 10:00, or so soon thereafter as counsel may be heard, on Tuesday, 9
June 2009. During normal business hours in the week preceding that date a
free copy of the Chairman`s report to the Court will be available to any
scheme member at the Chairman`s office and the Applicant`s registered
office referred to in paragraph 4.
Kevin John Trudgeon
Chairman of the shareholders` scheme meeting
Date: 12 March 2009
Fluxmans Inc.
Attorneys for Applicant
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/00102646A)
Date: 12/03/2009 16:21:01 Produced by the JSE SENS Department.
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