| Wed 6 May 2009, 7:05 | | ACL - Arcelormittal South Africa Limited - Notice Of Scheme Meeting |
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ACL
ACL
ACL - Arcelormittal South Africa Limited - Notice Of Scheme Meeting
IN THE SOUTH GAUTENG HIGH COURT, JOHANNESBURG
(REPUBLIC OF SOUTH AFRICA)
CASE NO. 09/17526
In the ex parte application of:
ARCELORMITTAL SOUTH AFRICA LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1989/002164/06)
Share code: ACL
ISIN: ZAE000103453
NOTICE OF SCHEME MEETING
1. Notice is hereby given in terms of an Order of Court in the above matter
that the High Court of South Africa (South Gauteng High Court,
Johannesburg) has ordered, in accordance with section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), that a
meeting ("the scheme meeting") of the shareholders of the Applicant
registered as such at the close of business on Wednesday, 27 May 2009
("scheme members") be held at 10:00 on 1 June 2009, at the Hilton
Sandton, 138 Rivonia Road, Sandton, South Africa, 2196, Tel: +27 11 322
1888, under the chairpersonship of Mr Solomon Slom, or failing him, Mr
Costas Carides, for the purpose of considering and, if deemed fit,
approving with or without modification, the scheme of arrangement ("the
scheme") proposed by Vicva Investments and Trading Nine (Proprietary)
Limited ("Acquiror") between the Applicant and its shareholders.
2. The basic characteristic of the scheme is that upon implementation, the
Acquiror will acquire in terms of section 89 of the Act, by way of a
scheme of arrangement in terms of section 311 of the Act, approximately
10% of the number of issued ordinary shares in the Applicant held by the
shareholders of the Applicant on a pro rata basis, for a consideration of
R87.64 for each share acquired. The aforesaid will be achieved by the
Acquiror acquiring 9,995% of the shareholding of each scheme participant
(adjusted by the application of the rounding principle as defined in the
document posted to the shareholders of the Applicant), it being recorded
that the above percentage has been reduced to below 10% in order to
ensure that the rounding principle does not result in the aggregate
number of ordinary shares in the Applicant being acquired exceeding 10%
of the number of issued ordinary shares in the Applicant.
3. 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 section 312(1)(a)(ii) and section 312(2)
of the Act, the statement of interests of the directors in terms of
section 312(1)(a)(iii) and section 312(2) of the Act, the additional
information required by the JSE Limited Listings Requirements, the
relevant form of proxy and the Order of Court convening the scheme
meeting are included in the document posted to the shareholders of the
Applicant 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 scheme meeting from the registered office
of the Applicant being Room N3-5, Main Building, Delfos Boulevard,
Vanderbijlpark, 1911, by any shareholder of the Applicant.
4. Each scheme member who holds certificated shares or who holds
dematerialised shares through a Central Securities Depository Participant
("CSDP") and has "own name" registration may attend, speak and vote in
person at the scheme meeting or may appoint any other person or persons
(who need not be a member of the Applicant) as a proxy or proxies to
attend, speak and vote in such scheme member`s place at the scheme
meeting. The necessary form of proxy (pink) is included in the circular
posted to the shareholders of the Applicant.
5. Scheme members who hold certificated shares in the Applicant through a
nominee and scheme members who hold dematerialised shares in the
Applicant through a CSDP and do not have "own-name" registration, who
wish to attend and vote at the scheme meeting or to vote by proxy, should
timeously inform their nominee or CSDP as the case may be, of their
intention to attend and vote at the scheme meeting or be represented by a
proxy vote thereat in order for the nominee or CSDP to issue them with
the necessary letter of representation to do so, or should they not wish
to attend the scheme meeting in person, they should timeously provide
their nominee or CSDP with their voting instructions in order to be
represented at the scheme meeting.
6. Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and should be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services
(Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box
61051, Marshalltown, 2107) to be received not later than 10:00 on
Thursday, 28 May 2009 or not later than 48 hours immediately preceding
any postponed or adjourned scheme meeting, or handed to the chairperson
of the scheme meeting not later than ten minutes before the scheme
meeting or any postponed or adjourned scheme meeting is due to commence
or recommence. Notwithstanding the aforegoing, the chairperson of the
scheme meeting may approve in his discretion the use of any other form of
proxy.
7. The Order of Court convening the scheme meeting requires the chairperson
to report on the scheme meeting to the Court at 10:00, or so soon
thereafter as counsel may be heard, on 9 June 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 shareholder of
the Applicant at the registered office of the Applicant, referred to in
paragraph 3.
Mr Solomon Slom
Chairperson of the scheme meeting
Date: 6 May 2009
Cliffe Dekker Hofmeyr Inc.
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: 06/05/2009 07:05:02 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.
