| Thu 12 Mar 2009, 16:25 | | APB - ApexHi Properties Limited - Notice of scheme meeting of the Apexhi B |
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APA APB
APA
APB - ApexHi Properties Limited - Notice of scheme meeting of the Apexhi "B"
debenture holders
ApexHi Properties Limited
Registration No. 1999/000238/06
Share codes: APB ISIN codes: ZAE000083606
NOTICE OF SCHEME MEETING OF THE APEXHI "B" DEBENTURE HOLDERS
IN THE SOUTH GAUTENG HIGH COURT (JOHANNESBURG) CASE NUMBER 09/9705
In the ex parte application of -
APEXHI PROPERTIES LIMITED Applicant
(Registration number 1999/000238/06)
NOTICE OF SCHEME MEETING OF THE APEXHI "B" DEBENTURE HOLDERS
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 debenture holders` scheme
meeting") of the "B" linked unitholders of the Applicant in their capacity
as creditors of the Applicant in respect of the "B" debentures 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 Tuesday, 31 March 2009 ("the scheme members").
2. The debenture holders` scheme meeting will be held at 13:30
(or ten minutes after the conclusion of the scheme meeting of the "B"
linked unitholders of the Applicant in their capacity as shareholders of
the Applicant, in respect of the "B" ordinary shares in the Applicant
held by them, whichever is the later) 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 debenture holders` scheme meeting and the Chairman`s
address is c/o Werksmans Inc.,155 - 5th Street, Sandown, Sandton,
Johannesburg, 2196, Gauteng (Private Bag 10015, Sandton, 2146).
3. The purpose of the debenture holders` 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 creditors of the Applicant in respect of the "B"
debentures 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 "B" linked unitholders dated 12 March 2009
("the circular"), the proposer will acquire all of the "B" linked units
in the Applicant that it does not already own from the Applicant`s "B"
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 246.8 linked units in the proposer for every 100 "B" 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 debenture holders` 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
debenture holders` 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, Sandton, Johannesburg, 2196, Gauteng by any "B" linked
unitholder of the Applicant (Private Bag 10015, Sandton, 2146).
5. Each scheme member who holds certificated "B" linked units in the
Applicant ("certificated scheme member") or who holds dematerialized
"B" 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 debenture holders` scheme meeting or any postponed or
adjourned debenture holders` scheme meeting, or may appoint one or more
proxies (who need not be "B" linked unitholders of the Applicant) to
attend, speak and vote at the debenture holders` scheme meeting in the
place of such certificated scheme member or dematerialised own name
scheme member. A form of proxy (white) 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 "B"
linked unitholders of the Applicant at their addresses as recorded in
the register of certificated "B" linked unitholders and the sub-register
of holders of dematerialised "B" 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 "B" 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 (white) 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 13:30 on Wednesday, 1 April 2009, or on the business
day immediately preceding any postponed or adjourned debenture holders`
scheme meeting, or handed to the Chairman of the debenture holders` scheme
meeting no later than ten minutes before the debenture holders` scheme
meeting or any postponed or adjourned debenture holders` scheme meeting
is due to commence or recommence. Notwithstanding the aforegoing, the
Chairman of the debenture holders` 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 "B"
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 debenture holders` scheme meeting or any postponed
or adjourned debenture holders` 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 debenture holders` scheme meeting or
any postponed or adjourned debenture holders` 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 debenture holders`
scheme meeting or any postponed or adjourned debenture holders` 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 debenture holders` scheme meeting or any postponed or adjourned
debenture holders` scheme meeting. The CSDP or broker will then provide
the transfer secretaries of the Applicant with a proxy form (white) in
respect of such individual dematerialised scheme members` instruction.
8. The Order of Court convening the debenture holders` scheme meeting
requires the Chairman to report on the debenture holders` 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 debenture holders` 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/00102646B)
Date: 12/03/2009 16:25:02 Produced by the JSE SENS Department.
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