| Tue 26 May 2009, 10:58 | | WES - Wesco Investments Limited - Notice of Wesco scheme meeting |
|
WES
WES
WES - Wesco Investments Limited - Notice of Wesco scheme meeting
WESCO INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/005871/06)
Share Code: WES ISIN: ZAE000007928
IN THE SOUTH GAUTENG HIGH COURT
(JOHANNESBURG) Case number: 09/18787
In the ex parte application of:
WESCO INVESTMENTS LIMITED Applicant
Incorporated in the Republic of South Africa
(Registration number 1968/005871/06)
NOTICE OF WESCO SCHEME MEETING
1. Under the authority of an Order of the South Gauteng High Court
(Johannesburg) ("the Court") issued in the above matter on Tuesday, 12 May
2009, this notice serves to convene a meeting ("the scheme meeting") in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Companies Act") of shareholders of the Applicant (other than SA Trust
(Proprietary) Limited (acting in concert with five other companies/trusts
representing the Wessels Family interests) ("SA Trust")) who are recorded in
the register of the Applicant as such at 17:00 on Thursday, 4 June 2009
("the scheme members").
2. The scheme meeting will be held at 10:30 on Tuesday, 9 June 2009, in the
boardroom at Arcay House II, 3 Anerley Road, Parktown, Johannesburg, 2001.
Mr Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes) has been
appointed by the Court as chairman of the scheme meeting and the chairman`s
offices are situate at c/o Cliffe Dekker Hofmeyr Incorporated, 4th Floor, 1
Protea Place, Sandown, Sandton, 2196, Gauteng (Private Bag X7, Benmore,
2010).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification) to the scheme of arrangement ("the
scheme") proposed by SA Trust between the Applicant and its shareholders
(other than SA Trust). The basic characteristic of the scheme is that,
subject to the fulfilment of certain conditions precedent which are set out
in paragraph 4 of the scheme contained in the circular to the ordinary
shareholders of the Applicant dated 14 May 2009 ("the circular"), SA Trust
will acquire all of the ordinary shares in the Applicant held by the
ordinary shareholders of the Applicant (other than SA Trust) who are
recorded in the register as such on the consideration record date (as
referred to in the circular, which is expected to be Friday, 3 July 2009)
("the scheme participants"). In terms of the scheme, the scheme participants
will receive 260 cents for every ordinary share in the Applicant held on the
scheme consideration record date.
4. Copies of the scheme, the Explanatory Statement in terms of section
312(1)(a)(i) of the Companies Act, 1973 (Act 61 of 1973) ("the Act") which
explains the scheme, the Valuation Statement in terms of section
312(1)(a)(ii) of the Act, the Statement of the interests of the directors in
terms of section 312(1)(a)(iii) of the Act, the Additional Information
required by the Securities Regulation Panel, the form of proxy to be used
for the scheme meeting and the Order of Court convening the scheme meeting
are included in the circular of which this notice forms part and which has
been posted to ordinary shareholders of the Applicant. Ordinary shareholders
of the Applicant may, during normal business hours, inspect or obtain a copy
of these documents free of charge from the addresses mentioned in paragraph
2 above or from the offices of the Applicant`s sponsor, being Arcay Moela
Sponsors (Proprietary) Limited, Arcay House II, 3 Anerley Road, Parktown,
2193, for at least two weeks prior to the date of the scheme meeting.
5. Scheme members who hold certificated ordinary shares in the Applicant
("certificated scheme members") or who hold dematerialised ordinary shares
in the Applicant through a Central Securities Depository Participant
("CSDP") with own name registration ("dematerialised own name scheme
members"), 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 shareholder/s of the Applicant) to attend, speak and vote at the scheme
meeting in the place of such scheme members. A form of proxy for this
purpose, for completion by certificated scheme members and dematerialised
own name scheme members only, is included in the circular which has been
posted to the ordinary shareholders of the Applicant at their addresses as
recorded in the register or sub-register of the Applicant, as the case may
be, at the close of business on the date being not more than four business
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.
6. 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 them by no later than
10:30 on Friday, 5 June 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. Notwithstanding the aforegoing, the chairman of the scheme
meeting may approve in his discretion the use of any other form of proxy.
7. Scheme members who hold dematerialised ordinary shares in the Applicant
through a CSDP or broker which are not in own name registration form and who
wish to attend and vote at the scheme meeting or any adjourned meeting
should timeously inform their CSDPs or brokers of their intention to attend
and vote at the scheme meeting or any adjourned meeting in order for their
CSDPs or brokers to issue them with the necessary letter of representation
to attend and vote at the scheme meeting. Should such dematerialised
ordinary shareholders of the Applicant not wish to attend the scheme meeting
or adjourned scheme meeting in person, but wish to vote thereat, they should
timeously provide their CSDPs or brokers with their voting instructions 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
of such shareholders will then provide the transfer secretaries of the
Applicant with proxy forms in terms of each individual dematerialised scheme
member `s instruction.
8. The Order of Court convening the scheme meeting requires the chairman to
report the results of the scheme meeting to the Court at 10:00 or so soon
thereafter as counsel may be heard on Wednesday, 17 June 2009.
During normal business hours in the week preceding that date a copy of the
chairman`s report to the Court will be available to any ordinary shareholder
of the Applicant on request and free of charge at the addresses mentioned in
paragraph 2 above.
Chairman of the scheme meeting
CHRISTOPHER HAIG EWING
12 May 2009
Fluxmans Inc.
Attorneys for Applicants
11 Biermann Avenue
Rosebank
Johannesburg, 2196
(Private Bag X41, Saxonwold, 2132)
Telephone number (011) 328 1700
Facsimile number (011) 880 2261
(Ref: S Slom/C Wannell/103228)
Date: 26/05/2009 10:58:01 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.
