| Mon 6 Apr 2009, 17:44 | | FCPD - Foord Compass - Notice of annual general meeting of debenture holders |
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JSE FCPD
FCPD
FCPD - Foord Compass - Notice of annual general meeting of debenture holders
FOORD COMPASS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003591/06)
JSE code: FCPD
ISIN: ZAE000054466
("the company")
NOTICE OF ANNUAL GENERAL MEETING OF DEBENTURE HOLDERS
Notice is hereby given that the Annual General Meeting of the debenture holders
of Foord Compass Limited will be held at 12h00 on Tuesday, 5 May 2009, at 7
Forest Mews, Forest Drive, Pinelands, 7405.
The following special resolutions of debenture holders will be tabled:
1 GENERAL AUTHORITY FOR THE COMPANY TO ACQUIRE ITS OWN SECURITIES
"That the mandate be given to the company (and/or one of its wholly owned
subsidiaries) providing authorisation, by way of a general approval, to acquire
the company`s own securities, upon such terms and conditions and in such amounts
as the directors may from time to time decide, but subject to the provisions of
the Companies Act, 1973 (Act 61 of 1973), as amended, ("the Act") and the
Listings Requirements of the JSE Limited ("the JSE"), be extended, subject to
the following terms and conditions:
* Any repurchase of securities must be effected through the order book
operated by the JSE trading system and done without any prior understanding
or arrangement between the company and the counter-party;
* At any point in time, the company may only appoint one agent to effect any
repurchase;
* This general authority be valid until the company`s next Annual General
Meeting of debenture holders, provided that it shall not extend beyond
fifteen months from date of passing of this special resolution (whichever
period is shorter);
* An announcement be published as soon as the company has cumulatively
repurchased 3% of the initial number (the number of that class of debenture
in issue at the time that the general authority is granted) of the relevant
class of securities and for each 3% in aggregate of the initial number of
that class acquired thereafter, containing full details of such
repurchases;
* Repurchases by the company in aggregate in any one financial year may not
exceed 20% of the company`s issued debenture capital as at the date of
passing of this special resolution or 10% of the company`s issued debenture
capital in the case of an acquisition of debentures in the company by a
subsidiary of the company ;
* Repurchases may not be made at a price greater than 10% above the weighted
average of the market value of the securities for the five business days
immediately preceding the date on which the transaction was effected
(should the company`s securities have not traded in such five business day
period, the JSE will be consulted for a ruling);
* Repurchases may not be undertaken by the company or one of its wholly owned
subsidiaries during a prohibited period unless a repurchase programme is
put in place with the full details of the programme announced prior to the
commencement of the prohibited period and may also not be undertaken if
they will impact negatively on debenture holder spread as required by the
JSE; and
* The company may not enter the market to proceed with the repurchase of its
securities until the company`s sponsor has confirmed the adequacy of the
company`s working capital for the purpose of undertaking a repurchase of
securities in writing to the JSE.
The directors are of the opinion that, after considering the effect of the
maximum repurchase permitted and for a period of 12 months after the date of
this Annual General Meeting:
* The company and the group will be able, in the ordinary course of business,
to pay their debts;
* The assets of the company and the group will be in excess of the
liabilities of the company and the group, the assets and liabilities being
recognised and measured in accordance with the accounting policies used in
the latest audited group annual financial statements;
* The working capital of the company and the group will be adequate for
ordinary business purposes; and
* The share capital and reserves are adequate for the ordinary business
purposes of the company and the group."
Effect and reason for Special Resolution 1
The effect of the special resolution and the reason therefore is to extend the
general authority given to the directors in terms of the Act and the Listings
Requirements for the acquisition by the company of its own securities, which
authority shall be used at the directors` discretion during the course of the
period so authorised.
2 AMENDMENTS TO THE FOORD COMPASS LIMITED DEBENTURE TRUST DEED
"That the Foord Compass Limited Debenture Trust Deed be amended as set out
below:
The amendment of Clause 1:
The insertion of the definition of "capital profits or losses" as follows:
"capital profits profits or losses that the board of
or losses" directors, after consideration of the
prevailing tax laws, has determined to be
of a capital nature;
In the definition of "distributable income," the replacement of the word
"trading" with the word "revenue" so that the definition reads:
"distributable profit or loss before debenture interest
income" and taxation, but excluding realised and
unrealised capital profits or losses and
excluding unrealised revenue profits or
losses;
In the definition of "capitalisation debentures," the addition of the words "or
a distribution of net attributable asset value" so that the definition reads:
"capitalisation debentures issued to debenture holders in
debentures" part or full settlement of debenture
interest or a distribution of net
attributable asset value;
In the definition of "net attributable asset value," the replacement of the
words "capital distributions made" with "distributions of net attributable asset
value" so at the definition reads:
"net attributable net attributable asset value of the
asset value" debentures means, on a cumulative basis:
The aggregate proceeds received or
receivable on issue of debentures in terms
of this deed, in ZAR, net of related
debenture issue expenses and net of any
distributions of net attributable asset
value, plus or minus (as the case may be);
An annual revaluation adjustment amounting
to a 90% (ninety percent) proportionate
share of the audited profit or loss before
debenture interest and taxation for the
year, less;
The annual debenture interest amount, less;
A proportionate share of the SA normal
taxation charge applicable to amounts
credited to the net attributable asset
value of the debentures, but excluding;
Any debenture interest unpaid on the
debentures, which will constitute a
separate current liability in favour of
debenture holders recorded as such in the
debenture register on the interest
distribution record date;
In the definition of "Trustee," the replacement of "Louis van Zyl" with "John
Adrian Levin" in order to reflect the current debenture Trustee.
The amendment of Clause 2.2:
The removal of the words "in respect of debenture issues for cash" from clause
2.2 so that the clause reads:
2.2 The issue of debentures to be governed by this deed shall be subject to the
consent and approval, respectively, of the Trustee, which consent and
approval shall not unreasonably be withheld, provided that in the event
that debentures are issued at a price that is equal to or greater than the
net attributable asset value per debenture calculated on the last day of
the calendar month preceding the proposed debenture issue date, the
approval of the trustee shall not be required.
The amendment of Clause 2.3:
The insertion of Clause 2.3.5 so that the clause reads:
2.3 Subject to the requirements of the Act and the Listings Requirements of the
JSE, all issues of debentures to be governed by this deed, subsequent to
the first such issue of such debentures, may only be issued by way of:
2.3.1 a rights offer to the debenture holders who may be entitled
thereto at the relevant time; or
2.3.2 as direct consideration for the acquisition by the company of any
assets; or
2.3.3 for cash; or
2.3.4 as part or full settlement of interest on debentures due to
debenture holders; or
2.3.5 as part or full settlement of a distribution of net attributable
asset value to debentures holders; or
2.3.6 by way of an issue of debentures to a wholly owned subsidiary.
The deletion of clauses:
6.4 The board of directors may direct that any debenture interest distribution
may be settled in part or in whole by means of issuing capitalisation
debentures in lieu of cash provided that such settlement is authorised by
the Trustee and is applied equally to every registered debenture holder.
6.5 The aggregate amount of debentures issued in terms of clause 6.4 will be
determined by dividing the amount of debenture interest to be settled by
the issue of capitalisation debentures by the net attributable asset value
per debenture determined on the distribution date.
And replacement by:
6.4 Subject to 2.2, the board of directors may direct that any debenture
interest distribution may be settled:
6.4.1 in part or in whole by means of issuing capitalisation debentures in
lieu of cash; or
6.4.2 by providing debenture holders with an option to receive a combination
of cash or capitalisation debentures based on their elections.
6.5 Subject to 2.2, the number of capitalisation debentures to be issued in
terms of 6.4 will be determined in accordance with the provisions of this
deed.
The amendment of clause 7:
The amendment of Clause 7 by replacing the word "capital" with "net attributable
asset value" and by the insertion of clauses 7.3 and 7.4 so that the clause
reads:
7. PAYMENTS OF NET ATTRIBUTABLE ASSET VALUE TO DEBENTURE HOLDERS
7.1 The directors may from time to time declare a distribution of net
attributable asset value to debenture holders, which distribution:
7.1.1 shall be debited directly to the net attributable asset value of the
debentures at the date of the distribution; and
7.1.2 shall not form part of the determination of debenture interest in
terms of clause 5.1.1.
7.2 Payments of net attributable asset value to debenture holders in terms
of clause 7.1 above will not constitute a redemption of debentures in
terms of clause 8.1 below and will not impact the number of debentures
in issue.
7.3 Subject to 2.2, the board of directors may direct that any
distribution of net attributable asset value may be settled:
7.3.1 in part or in whole by means of issuing capitalisation debentures in
lieu of cash; or
7.3.2 by providing debenture holders with an option to receive a combination
of cash or capitalisation debentures based on their elections.
7.4 Subject to 2.2, the number of capitalisation debentures to be issued
in terms of 7.3 will be determined in accordance with the provisions
of this deed.
The amendment of Clause 16.2.6:
The addition of the words" unless otherwise agreed to between the directors and
the trustee at the time" so that the clause reads:
16.2.6 it, being a natural person, attains the age of 70 years unless
otherwise agreed to between the directors and the trustee at the
time."
Effect and reason for Special Resolution 2
The effect of the special resolution and the reason therefore is to amend the
Foord Compass Limited Debenture Trust Deed to:
* provide better clarity on the interpretation of capital profits and losses
in light of the policy adopted by the board in 2008 relating to the
classification of profits between revenue and capital;
* authorise the board to offer an election with regard to the settlement of
debenture interest distribution and distributions of net attributable asset
value as between cash and/or capitalisation debentures;
* remove the requirement that issues of capitalisation debentures be effected
at the net attributable asset value so that these issues now form part of
the guiding principles set out in clause 2.2 of the Deed; and
* authorise the board and trustee to negotiate extending the contract of the
trustee beyond the age of 70 years should the directors and trustee agree
thereto.
Voting
Each debenture holder who, being a natural person, is present in person or by
proxy or, not being a natural person, is present by representative or proxy at
the meeting is entitled to one vote on a show of hands in respect of the special
resolution and any ordinary resolutions proposed at the meeting. On a poll, each
debenture holder, whether present in person or by proxy, or by representation,
is entitled to one vote for each debenture held.
Proxies
All registered debenture holders of the company will be entitled to attend
and/or vote in person or by proxy at the meeting of debenture holders. A form of
proxy is attached for completion by any debenture holder who is unable to attend
in person. Forms of proxy must be completed and forwarded to the company`s
transfer secretaries Computershare Investor Services (Pty) Ltd so as to be
received by no later than 12:00 on Thursday, 30 April 2009.
BY ORDER OF THE BOARD
PE Cluer
Secretary
Cape Town
6 April 2009
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 06/04/2009 17:44:06 Produced by the JSE SENS Department.
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