| Fri 13 Mar 2009, 15:56 | | MDN - Madison Property Fund Managers Holdings Limited - Notice Of Madison |
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MDN
MDN
MDN - Madison Property Fund Managers Holdings Limited - Notice Of Madison
Shareholders` Scheme Meeting
Madison Property Fund Managers Holdings Limited
Registration No. 2003/021772/06
Madison Property Fund Managers Limited
Registration No. 2005/021874/06
Share Code: MDN
ISIN: ZAE000080560
NOTICE OF MADISON SHAREHOLDERS` SCHEME MEETING
IN THE SOUTH GAUTENG HIGH COURT (JOHANNESBURG)
In the ex parte application of: CASE NUMBER 09/9709
Madison Property Fund Managers Holdings Limited First Applicant
(Registration number 2003/021772/06)
and
Madison Property Fund Managers Limited Second Applicant
(Registration number 2005/021874/06)
NOTICE OF MADISON SHAREHOLDERS` SCHEME MEETING
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 linked unitholders (each linked unitholder holding
linked units comprising of one share in the First Applicant indivisibly
linked to one debenture in the Second Applicant (hereinafter referred to
as "Madison linked units" and "Madison linked unitholders")) in their
capacity as shareholders of the First Applicant in respect of the
ordinary shares in the First Applicant held by them who are recorded in
the register of Madison linked unitholders as such at 17:00 on Thursday,
2 April 2009 ("the scheme members").
2. The shareholders` scheme meeting will be held at 10:30 on Monday, 6
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
Redefine Income Fund Limited ("the proposer"), the First Applicant and
the Second Applicant) to the scheme of arrangement ("the scheme")
proposed by the proposer between the First Applicant and the Second
Applicant and the scheme members in their capacity as shareholders of
the First Applicant in respect of the ordinary shares in the First
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 linked
unitholders dated 13 March 2009 ("the circular"), the proposer will
acquire all of the Madison linked units from the Madison linked
unitholders 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 90 linked units in
the proposer for every 100 Madison linked units held by them 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 in terms of sections
312(1)(a)(iii) and 312(2) of the Act, the Additional Information
required by the JSE Limited and the 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 First Applicant being, 2 Arnold Road,
Rosebank, Johannesburg, 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 holder of
Madison linked units.
5. Each scheme member who holds certificated linked units ("certificated
scheme member") or who holds dematerialised linked units 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 Madison linked unitholders) 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 Madison linked unitholders
at their addresses as recorded in the register of certificated Madison
linked unitholders and the sub-register of holders of dematerialised
Madison linked units 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 register or sub-register, as the case may be, of Madison 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 First Applicant and the Second
Applicant, Computershare Investor Services (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107)
to be received by them by no later than 10:30 on Thursday, 2 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 Madison
linked units 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 or broker
will then provide the transfer secretaries of the First Applicant and
the Second 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: 13 March 2009
Fluxmans Inc.
Attorneys for the Applicants
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/00102648)
Date: 13/03/2009 15:56:02 Produced by the JSE SENS Department.
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