| Tue 24 Mar 2009, 16:35 | | JCD - JCI Limited - Reconvening Of the Adjourned Scheme Meeting |
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JCD
JCD
JCD - JCI Limited - Reconvening Of the Adjourned Scheme Meeting
JCI LIMITED
("JCI" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
Share code: JCD (Suspended)
ISIN: ZAE000039681
RECONVENING OF THE ADJOURNED SCHEME MEETING
INTRODUCTION
In respect of the scheme of arrangement ("scheme") proposed by Randgold &
Exploration Company Limited ("R&E") amongst JCI and its shareholders, other
than R&E, and further to the announcements published on SENS on 12 February
2009 and 10 March 2009, JCI shareholders are reminded that the scheme meeting
referred to in those announcements was adjourned by the Chairman of the
scheme meeting to 29 April 2009 at a venue to be notified. The Chairman of
the scheme meeting also ruled that JCI was entitled to bring the date of the
adjourned scheme meeting forward from 29 April 2009, on notice of not less
than 14 days to be given by publication on SENS and in the Beeld and Business
Day newspapers.
The directors of JCI have now resolved to bring the adjourned scheme meeting
date forward.
Accordingly, notice is hereby given that the scheme meeting will be
reconvened to be held at 09:00 on Thursday, 9 April 2009 at the Hseilton
Hotel, Rivonia Road, Sandton, 2196 ("reconvened scheme meeting").
JCI shareholders, other than R&E, registered as such at 17:00 on Monday, 6
April 2009 ("scheme members") will be entitled to attend and vote at the
reconvened scheme meeting.
A form of proxy lodged or a letter of representation issued for the scheme
meeting will remain valid for the reconvened scheme meeting if the
shareholder concerned is still then a scheme member and to the extent of such
scheme member`s shareholding. In addition, properly completed new or
replacement forms of proxy may be lodged with or posted to the transfer
secretaries of JCI, Computershare Investor Services (Proprietary) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) or Capita Registrars, Proxies Department, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU, to be received by no later than
09:00 on Tuesday, 7 April 2009 or may be handed to the Chairman of the
reconvened scheme meeting not later than 10 minutes before the time of the
reconvened scheme meeting. Notwithstanding the foregoing, the Chairman may
approve, in the Chairman`s discretion, the use of any other form of proxy.
Copies of relevant documentation, including this notice, the order of Court
convening the scheme meeting, all papers filed with the court in respect of
the urgent application launched by Letseng Diamonds Limited on 6 February
2009 under case number 2009/5240, the reports of the Chairmen on prior scheme
meeting, and the document dated 15 December 2008 containing the notice of
scheme meeting, the form of proxy to be used at the scheme meeting and any
adjourned scheme meeting, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme and the order of
Court convening the scheme meeting, may be inspected by JCI shareholders and
copies thereof obtained on request, free of charge, during normal business
hours, at the registered office of JCI, 10 Benmore Road, Morningside,
Sandton, 2196, at any time prior to the reconvened scheme meeting.
REVISED IMPORTANT DATES AND TIMES
2009
Last day to trade in JCI shares (over the
counter) in order to be recorded in the Monday, 30 March
register to vote at the reconvened scheme
meeting
Voting record date to vote at the Monday, 6 April
reconvened scheme meeting (See note 3
below) by close of trading on
Last day for receipt of forms of proxy for Tuesday, 7 April
the reconvened scheme meeting by 09:00
Reconvened scheme meeting to be held at Thursday, 9 April
09:00 on
Publication of results of reconvened scheme
meeting on SENS on Thursday, 9 April
Publication of results of reconvened scheme
meeting in the South African press on Tuesday, 14 April
Court hearing to sanction the scheme, if Tuesday, 12 May
agreed to, (hereinafter referred to as "the See note 2
return date") on
Results of court hearing published on SENS Tuesday, 12 May
on See note 2
Results of court hearing published in the Wednesday, 13 May
South African press on See note 2
Notes:
1. The above dates and times are subject to further change. Any such
change will be published on SENS and in the South African press. Any
reference to time is a reference to South African time.
2. A notice containing revised important dates and times after the date of
the reconvened scheme meeting to be held on Thursday, 9 April 2009 will,
if necessary, be published after the reconvened scheme meeting has been
held.
3. A form of proxy may be handed to the chairman of the reconvened scheme
meeting up to 10 minutes before the commencement of the reconvened
scheme meeting.
4. Shareholders on the South African register should note that as JCI is
settling through Strate, settlement for trade takes place 5 business
days after such trade. Therefore persons who acquired shares in JCI
after Monday, 30 March 2009 will not be eligible to vote at the
reconvened scheme meeting.
Johannesburg
24 March 2009
Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisers to the scheme
Taback and Associates (Proprietary) Limited
Date: 24/03/2009 16:35:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
