| Fri 13 Mar 2009, 15:57 | | 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
Debenture Holders` 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 DEBENTURE HOLDERS` 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)
Madison Property Fund Managers Limited Second Applicant
(Registration number 2005/021874/06)
NOTICE OF MADISON DEBENTURE HOLDERS` 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 debenture
holders` 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 creditors of the Second Applicant
in respect of the debentures in the Second Applicant held by them who
are recorded in the register of the Madison linked unitholders as such
at 17:00 on Thursday, 2 April 2009 ("the scheme members").
2. The debenture holders` scheme meeting will be held at 11:00 (or ten
minutes after the conclusion of the scheme meeting of the Madison
linked unitholders in their capacity as shareholders of the First
Applicant, whichever is the later) 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 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 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 creditors
of the Second Applicant in respect of the debentures in the Second
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 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 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 address of the Second Applicant being 2
Arnold Road, Rosebank, Johannesburg, 2196, or from the office of the
Chairperson, being c/o Werksmans Inc., 155 - 15th Street, Sandown,
Sandton, Johannesburg, 2196, Gauteng 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 debenture holders` scheme meeting or
any postponed or adjourned debenture holders` scheme meeting, or may
appoint one or more proxies (who need not be Madison linked
unitholders) 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 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 (white) must be lodged with or
posted to the transfer secretaries of the First Applicant and Second
Applicant, Computershare Investor Services (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107)
to be received by no later than 11:00 on Thursday, 2 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 linked
units 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, banker 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, 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 debenture
holders` scheme meeting or any postponed or adjourned debenture
holders` scheme meeting. The CSDP, banker 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: 13 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/00102648)
Date: 13/03/2009 15:57:02 Produced by the JSE SENS Department.
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