| Thu 16 Apr 2009, 17:10 | | ABT - Ambit Properties Limited - Notice of Scheme Meeting of the Ambit |
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ABT
ABT
ABT - Ambit Properties Limited - Notice of Scheme Meeting of the Ambit
Shareholders
Ambit Properties Limited
Registration No. 2001/007003/06
Share code: ABT & ISIN code: ZAE000051645
NOTICE OF SCHEME MEETING OF THE AMBIT SHAREHOLDERS
IN THE HIGH COURT OF SOUTH AFRICA
(SOUTH GAUTENG HIGH COURT,
JOHANNESBURG) CASE NUMBER 09/14780
In the ex parte application of -
AMBIT PROPERTIES LIMITED Applicant
(Registration number 2001/007003/06)
NOTICE OF AMBIT SHAREHOLDERS SCHEME MEETING
1. Under authority of an Order of the High Court of South Africa (South
Gauteng High Court, Johannesburg) ("the Court") issued in the above matter
on Tuesday, 14 April 2009, this notice serves to convene a meeting ("the
shareholders scheme meeting") of the linked unitholders of the Applicant in
their capacity as shareholders of the Applicant in respect of the ordinary
shares in the Applicant held by them (other than ApexHi Properties Limited
( "the proposer")) who are recorded as such in the register of the
Applicant at 17:00 on Wednesday, 6 May 2009 ("the scheme members").
2. The shareholders scheme meeting will be held at 12:00 on Friday, 8 May
2009, at 29 Impala Road, Chislehurston, Sandton, 2196. Mr Kevin John
Trudgeon (or failing him, Mr Gareth Walter Driver) has been appointed by
the Court as chairperson of the shareholders scheme meeting and the
chairperson`s address is c/o Werksmans Inc., 155 - 5th Street, Sandown,
Johannesburg, 2196 (Private Bag 10015, Sandton, 2146).
3. The purpose of the shareholders scheme meeting is to consider and, if
deemed fit, agree (with or without any modification agreed to between the
proposer and the Applicant) to the scheme of arrangement ("the scheme") in
terms of section 311 of the Companies Act (Act 61 of 1973) as amended (the
"Act") proposed by the proposer between the Applicant and the scheme
members in their capacity as shareholders of the Applicant in respect of
the ordinary shares in the Applicant held by them. The object of the scheme
is that, subject to the fulfilment of certain conditions precedent which
are stated in paragraph 5.8 of the scheme of arrangement contained in the
circular to the Applicant`s linked unitholders dated 16 April 2009 ("the
circular"), the proposer will acquire all of the linked units in the
Applicant that it does not already own from the Applicant`s linked
unitholders (other than the proposer) who are recorded as such in the
register on the scheme consideration record date (as referred to in the
circular and which is expected to be Friday, 29 May 2009) ("the scheme
participants"). In terms of the scheme, the scheme participants will (at
their election) receive either: (i) one ApexHi "A", one ApexHi "B" and one
ApexHi"C" unit for every 9.55 linked units in the Applicant held on the
scheme consideration record date(the "consideration units")(rounded up or
down to the nearest whole number according to the rounding principle set
out in the circular); or (ii) a cash consideration of R3.45 per linked unit
in the Applicant(the "cash consideration"). In the absence of an election
by 12:00 on the scheme consideration record date, the linked unitholders of
the Applicant will be deemed to have elected to receive the consideration
units as opposed to the cash consideration.
4. Scheme members` attention is drawn to the fact that the proposer is
currently the subject of schemes of arrangement in terms of section 311 of
the Act, proposed by Redefine Income Fund Limited between the proposer and
its linked unitholders (the "ApexHi schemes"). The ApexHi schemes have been
approved by the requisite majorities of ApexHi linked unitholders but
remain subject to certain conditions as stated in paragraph 5.3 of the
valuation statement contained in the circular. The object of the ApexHi
schemes is that, subject to the fulfilment of the outstanding conditions,
Redefine will acquire all of the linked units in the proposer that it does
not already own from the proposer`s linked unitholders (the "ApexHi scheme
participants") who are recorded in the register of the proposer on the
scheme consideration record date in respect of the ApexHi schemes (which is
anticipated to be Friday 3 July 2009) (the "ApexHi record date"). If both
the scheme and the ApexHi schemes are implemented, the consideration units
issued to scheme participants will form part of the ApexHi linked units
acquired by Redefine in terms of the ApexHi schemes and the holders of the
consideration units on the ApexHi record date will be ApexHi scheme
participants and will receive (i) 2.02 Redefine units for every ApexHi "A"
unit held by them on the ApexHi record date ; (ii) 2.468 Redefine units for
every ApexHi "B" unit held by them on the ApexHi record date; and (iii)
1.04 Redefine units for every ApexHi "C" unit held by them on the ApexHi
record date, (rounded up or down to the nearest whole number according to
the rounding principle set out in the circular).
5. Copies of the scheme, the explanatory statement in terms of sections
312(1)(a)(i) and 312(2) of 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 Securities Regulation Panel, the relevant form of proxy and
the Order of Court convening the shareholders scheme meeting are included
in the circular and copies thereof may be inspected at and may, on request,
be obtained free of charge, during normal business hours for at least two
weeks prior to the date of the shareholders scheme meeting from the
registered office of the Applicant being First Floor, World Wide House, 29
Impala Road, Chislehurston, Sandton, 2196 or from the office of the
chairperson, being c/o Werksmans Inc., 155 - 5th Street, Sandown,
Johannesburg, 2196, (Private Bag 10015, Sandton, 2146) by any linked
unitholder of the Applicant.
6. Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units 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 shareholders scheme meeting or
any postponed or adjourned shareholders scheme meeting, or may appoint one
or more proxies (who need not be linked unitholders of the Applicant) 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 this circular. 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 (with seniority being determined by the order in which the names of
the joint certificated scheme members or joint dematerialised own name
scheme members appear in the Applicant`s register or sub-register, as the
case may be, of linked unitholders) 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.
7. Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services
(Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box
61763, Marshalltown, 2017) to be received by them by no later than 12:00 on
Wednesday, 6 May 2009 or on the business day immediately preceding any
postponed or adjourned shareholders scheme meeting, or handed to the
chairperson 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 chairperson of the shareholders scheme
meeting may approve in his discretion the use of any other form of proxy.
8. Each person who holds a beneficial interest in dematerialised linked units
in the Applicant 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
broker will then provide the transfer secretaries of the Applicant with
green proxy forms in respect of such individual dematerialised scheme
members` instructions.
9. The Order of Court convening the shareholders scheme meeting requires the
chairperson to report on the shareholders scheme meeting to the Court at
10:00, or so soon thereafter as counsel may be heard, on Tuesday, 19 May
2009. During normal business hours in the week preceding that date a free
copy of the chairperson`s report to the Court will be available to any
scheme member at the chairperson`s office and the Applicant`s registered
office referred to in paragraph 5.
Kevin John Trudgeon
Chairperson of the shareholders scheme meeting
Date: 16 April 2009
Cliffe Dekker Hofmeyr Inc.
Attorneys for Applicant
1 Protea Place
Sandown, Sandton
Johannesburg, 2196
(Private Bag X7, Benmore, 2010)
Telephone number (011) 290 7000
Facsimile number (011) 290 7300
(Ref: W H Jacobs)
Date: 16/04/2009 17:10:22 Produced by the JSE SENS Department.
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