| Wed 8 Apr 2009, 7:06 | | ERM - Enterprise Risk Management Limited - Notice of scheme meeting |
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ERM
ERM
ERM - Enterprise Risk Management Limited - Notice of scheme meeting
Enterprise Risk Management Limited
Incorporated in the Republic of South Africa
(Registration number: 1995/001603/06)
Share code: ERM ISIN: ZAE000037701
("ERM" or "the company")
IN THE SOUTH GAUTENG HIGH COURT
JOHANNESBURG
Case number 09/14212
In the ex parte application of
ENTERPRISE RISK MANAGEMENT LIMITED Applicant
(Registration number 1995/001603/06)
NOTICE OF SCHEME MEETING
1. Under authority of an Order of the South Gauteng High Court, Johannesburg
("the Court") issued in the above matter on Tuesday, 7 April 2009, this notice
serves to convene a meeting ("the scheme meeting") of shareholders of the
Applicant who are recorded in the register of the Applicant as such at 17h00 on
Thursday, 23 April 2009 ("the scheme members"). The scheme meeting will be held
at 10h00 on Thursday, 7 May 2009, at the offices of the Applicant, 138 Dytchley
Road, Unit 1 Tuscan Place, Kyalami, 1684. Mr Johan Latsky (or failing him Mr
Gary Moore) has been appointed by the Court as chairperson and the chairperson`s
address is c/o Cliffe Dekker Hofmeyr Inc, 1 Protea Place Sandown, Sandton.
2.The purpose of the scheme meeting is to consider and, if deemed fit, to agree
(with or without modification agreed to between the consortium represented by Mr
Mark Stein ("the proposer") and the Applicant) to the scheme of arrangement
("the scheme") proposed by the proposer between the Applicant and its
shareholders. 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 dated 9 April 2009 ("the circular"), the
proposer will acquire 100% of the issued ordinary shares in the Applicant that
it does not already own from the Applicant`s shareholders who are registered as
such on the scheme consideration record date (as referred to in the circular and
which is expected to be Friday, 19 June 2009) ("the scheme participants"). In
terms of the scheme, the scheme participants will receive the scheme
consideration for every share in the Applicant held on the scheme consideration
record date. The scheme consideration is R1.30 per share.
3.Copies of this notice, the scheme, the Explanatory Statements in terms of
section 312(1)(a) of the Companies Act, 1973 (Act 61 of 1973), the form of proxy
and the Order of Court convening the 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 scheme meeting from the registered
address of the Applicant being 138 Dytchley Road, Unit 1 Tuscan Place, Kyalami,
1684, and at the offices of the Applicant`s JSE Limited sponsor, Sasfin Capital
, at Sasfin Place, 25 Scott Street, Waverley, 2090 by any scheme member.
4.Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares 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 scheme meeting or any adjourned scheme
meeting, or may appoint one or more proxies (who need not be shareholders of the
Applicant) to attend, speak and vote at the scheme meeting in the place of such
certificated scheme member or dematerialised own name scheme member. Forms of
proxy for this purpose, for completion by certificated scheme members and
dematerialised own name scheme members only, are included in the circular, which
was posted to scheme members at their addresses as recorded in the register of
certificated shareholders and the sub-register of holders of dematerialised
shares of the Applicant not more than four calendar 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 stand in the Applicant`s
register of shareholders) who tenders a vote (whether in person or by proxy)
will be accepted to the exclusion of the vote of the other joint certificated
scheme member/s or joint dematerialised own name scheme member/s.
5.Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO
Box 61051, Marshalltown 2107) to be received by no later than 10h00 on Tuesday,
5 May 2009, or on the business day immediately preceding any adjourned meeting,
or handed to the chairman of the scheme meeting no later than ten minutes before
the scheme meeting or adjourned meeting is due to commence or recommence.
Notwithstanding the aforegoing, the chairman of the scheme meeting may approve
in his discretion the use of any other form of proxy.
6.Each person who holds a beneficial interest in dematerialised ordinary shares
in the Applicant and who does not have "own name" registration ("dematerialised
scheme member") may attend, speak and vote in person at the scheme meeting or
adjourned meeting only if such dematerialised scheme member informs his/her CSDP
or broker timeously of his/her intention to attend and vote at the scheme
meeting or adjourned meeting or be represented by proxy thereat in order for
his/her CSDP or broker to issue him/her with the necessary authorisation to do
so or such dematerialised scheme member provides his/her CSDP or broker
timeously with his/her voting instruction should such dematerialised scheme
member not wish to attend the scheme meeting or adjourned meeting in person in
order for his/her CSDP or broker to vote in accordance with his/her instruction
at the scheme meeting or adjourned meeting. The CSDP or broker will then
provide the transfer secretaries of the Applicant with proxy forms in terms of
each individual dematerialised scheme member`s instruction.
7.The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10h00 on Tuesday,
19 May 2009, or so soon thereafter as counsel may be heard. During normal
business hours in the week preceding that date a free copy of the chairperson`s
report to Court will be available to any scheme member at the chairperson`s
office referred to in paragraph 1 and the Applicant`s registered office and
business address referred to in paragraph 3.
Mr Johan Latsky
Chairperson of the scheme meeting
Date: 7 April 2009
Cliffe Dekker Hofmeyr Inc. Attorneys
1 Protea Place
Sandown, Sandton
Date: 08/04/2009 07:06:01 Produced by the JSE SENS Department.
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