| Thu 12 Mar 2009, 16:27 | | AXC - ApexHi Properties Limited - Notice Of Scheme Meeting Of The Apexhi C |
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APA AXC
APA
AXC - ApexHi Properties Limited - Notice Of Scheme Meeting Of The Apexhi "C"
Shareholders
ApexHi Properties Limited
Registration No. 1999/000238/06
Share codes: AXC ISIN codes: ZAE000083580
NOTICE OF SCHEME MEETING OF THE APEXHI "C" SHAREHOLDERS
IN THE SOUTH GAUTENG HIGH COURT (JOHANNESBURG) CASE NUMBER 09/9706
In the ex parte application of -
APEXHI PROPERTIES LIMITED Applicant
(Registration number 1999/000238/06)
NOTICE OF SCHEME MEETING OF THE APEXHI "C" 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 "C" linked unitholders of the Applicant in their capacity as
shareholders of the Applicant in respect of the "C" 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 Wednesday, 1 April 2009 ("the scheme members").
2. The shareholders` scheme meeting will be held at 14:00 (or ten minutes
after the conclusion of the 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, 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 shareholders` 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 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 "C"
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 "C" linked unitholders dated 12 March 2009
("the circular"), the proposer will acquire all of the "C" linked units in
the Applicant that it does not already own from the Applicant`s "C" 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 104 linked units in the proposer for every 100 "C" 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, Sandton, Johannesburg, 2196,
Gauteng (Private Bag 10015, Sandton, 2146) by any "C" linked unitholder of
the Applicant.
5. Each scheme member who holds certificated "C" linked units in the Applicant
("certificated scheme member") or who holds dematerialised "C" 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 "C" 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 "C" linked
unitholders of the Applicant at their addresses as recorded in the register
of certificated "C" linked unitholders and the sub-register of holders of
dematerialised "C" 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 "C" 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 14:00 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 "C" 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, banker 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, banker 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, banker
or broker with his/her voting instructions in order for his/her CSDP,
banker 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, banker 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/00102646C)
Date: 12/03/2009 16:27:02 Produced by the JSE SENS Department.
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