| Thu 16 Apr 2009, 17:11 | | ABT - Ambit Properties - Notice Of Scheme Meeting Of The Ambit Debenture |
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ABT
ABT
ABT - Ambit Properties - Notice Of Scheme Meeting Of The Ambit Debenture
Holders
Ambit Properties Limited
Registration No. 2001/007003/06
Share code: ABT ISIN code: ZAE000051645
NOTICE OF SCHEME MEETING OF THE AMBIT DEBENTURE HOLDERS
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 DEBENTURE HOLDERS` 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
debenture holders` scheme meeting") of the linked unitholders of the Applicant
in their capacity as creditors of the Applicant in respect of the debentures
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 debenture holders` scheme meeting will be held at 12:15 (or ten
minutes after the conclusion of the 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, whichever is the
later) 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 debenture holders` 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 debenture holders` scheme meeting is to consider and,
if deemed fit, agree (with or without 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 creditors of the Applicant in respect of the debentures
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 receive (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 12h00 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 debenture holders` 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 debenture holders` 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 debenture holders` scheme meeting or any
postponed or adjourned debenture holders` 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 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. 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 12:15 on
Wednesday, 6 May 2009, or on the business day immediately preceding any
postponed or adjourned debenture holders` scheme meeting, or handed to the
chairperson 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 chairperson of the debenture holders`
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
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, 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 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 white
proxy forms in respect of such individual dematerialised scheme members`
instruction.
9. The Order of Court convening the debenture holders` scheme meeting
requires the chairperson 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,
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 debenture holders 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 17:11:32 Produced by the JSE SENS Department.
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