| Fri 8 May 2009, 11:01 | | ERM - Enterprise Risk Management Limited - Adjournment Of The Scheme Meeting |
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ERM
ERM
ERM - Enterprise Risk Management Limited - Adjournment Of The 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")
ADJOURNMENT OF THE SCHEME MEETING
INTRODUCTION
In respect of the scheme of arrangement ("scheme") proposed by a consortium
represented by Mr Mark Stein ("the proposer"), between ERM and its
shareholders, and further to the announcement published on SENS on 7 April
2009, ERM shareholders are advised that the scheme meeting referred to in that
announcement, which was held at 10:00 on Thursday, 7 May 2009, was adjourned
by the Chairman of the scheme meeting to 4 June 2009.
The reason for the adjournment was to enable brokers and CSDPs to ensure that
they had been properly mandated in respect of the casting of votes at the
meeting. It was alleged that certain shareholders had not been advised by
their CSDP or broker of the meeting and that the CSDP or broker was intending
to vote on their behalf against their wishes.
Accordingly, notice is hereby given that the scheme meeting has been adjourned
to 10:00 on Thursday, 4 June 2009 at 138 Dytchley Road, Unit 1 Tuscan Place,
Kyalami, 1684 ("adjourned scheme meeting").
ERM shareholders, excluding the proposer, who were recorded in the register of
the company as such at 17:00 on Monday, 4 May 2009 ("scheme members") will be
entitled to attend and vote at the reconvened scheme meeting.
A form of proxy lodged or a letter of representation issued for the scheme
meeting will remain valid for the reconvened scheme meeting. In addition,
properly completed new or replacement forms of proxy may be lodged with or
posted to the transfer secretaries of ERM, Computershare Investor Services
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107), to be received by no later than 10:00 on
Tuesday, 2 June 2009 or may be handed to the Chairman of the adjourned scheme
meeting not later than 10 minutes before the time of the adjourned scheme
meeting. Notwithstanding the foregoing, the Chairman may approve, in the
Chairman`s discretion, the use of any other form of proxy.
Copies of relevant documentation, including this notice, and 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
included in the circular dated 9 April 2009, may be inspected by ERM
shareholders and copies thereof obtained free of charge, during normal
business hours at any time prior to the reconvened scheme meeting from the
registered address of ERM being 138 Dytchley Road, Unit 1 Tuscan Place,
Kyalami, 1684, and at the offices of ERM`s JSE Limited sponsor, Sasfin Capital
, at Sasfin Place, 25 Scott Street, Waverley, 2090.
REVISED IMPORTANT DATES AND TIMES
2009
Last day for receipt of forms of proxy for Tuesday, 2 June
the adjourned scheme meeting by 10:00
Adjourned scheme meeting to be held at 10:00
on Thursday, 4 June
Publication of results of adjourned scheme
meeting on SENS on Thursday, 4 June
Publication of results of adjourned scheme
meeting in the South African press on Friday, 5 June
Court hearing to sanction the scheme, if
agreed to, (hereinafter referred to as "the
return date") on Wednesday, 17 June
See note 2
Results of court hearing published on SENS Wednesday, 17 June
on See note 2
Results of court hearing published in the Thursday, 18 June
South African press on See note 2
Notes:
1. The above dates and times are subject to further change. Any such change
will be published on SENS and in the South African press. Any reference
to time is a reference to South African time.
2. A notice containing revised important dates and times after the date of
the adjourned scheme meeting to be held on Monday, 4 June 2009 will, if
necessary, be published after the adjourned scheme meeting has been held.
3. A form of proxy may be handed to the chairman of the adjourned scheme
meeting up to 10 minutes before the commencement of the adjourned scheme
meeting.
Johannesburg
8 May 2009
Independent expert and sponsor to ERM
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys to ERM and attorneys to the scheme
Fluxmans Attorneys
Attorneys to the proposer
Ramsay Webber Inc.
Date: 08/05/2009 11:01:41 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.
