| Tue 11 Aug 2009, 12:55 | | HAL - Halogen - Notice of extraordinary general meeting |
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HAL
HAL
HAL - Halogen - Notice of extraordinary general meeting
Halogen Holdings Societe Anonyme
(Incorporated in Luxembourg. RC Number B39773)
Share code: HAL - ISIN LU0216267913
Registered Office:
58 rue Charles Martel,
L-2134, Luxembourg
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Shareholders
of the Company will be held at offices of Maitland Luxembourg S.A., 58 rue
Charles Martel, L-2134 Luxembourg on Wednesday 2 September 2009 at 11.00 a.m.
(CET) in the presence of a Notary in order to consider and vote on the following
matters:
Resolutions:
That a representative of M Partners, the Company`s advisers, be appointed as
chairman of this meeting.
To place the Company into liquidation.
To appoint Sporagnium Limited as Liquidator of the Company (the "Liquidator")
and to confer upon the Liquidator the widest powers permitted under Luxembourg
law for the purposes of winding up the affairs of the Company.
That, subject to and conditional upon resolutions 1 and 2 set out in the notice
convening this Extraordinary General Meeting having been passed:
- the Liquidator of the Company be authorised to terminate the listing of the
Company`s shares on the Luxembourg Stock Exchange and the JSE Limited; and
- the Liquidator be authorised to contribute all the assets and liabilities of
the Company to Halogen Holdings P.L.C.
By order of the Board
City Group P.L.C.
Group Secretaries
11 August 2009
Notes:
(i) Resolution 1 will be validly adopted by simple majority and
Resolutions 2, 3 and 4 will be validly adopted by at least two-thirds
of shareholder voting whereas at least one half of the share capital
must be represented.
(ii) A proxy form is enclosed with this document. You are requested to
complete and return the form whether or not you intend to attend the
Extraordinary General Meeting.
(iii) In terms of Article 24.4 of the Company`s Articles of Incorporation, a
shareholder may appoint a proxy who need not be a shareholder of the
Company. Any company being a shareholder of the Company may execute a
form of proxy under the hand of a duly authorised officer.
(iv) To be effective, the form of proxy, duly completed, must arrive at the
registered office of the Company not less than forty-eight hours
before the time fixed for the meeting. Proxies sent to the office of
a transfer agent for forwarding to the Company, at shareholders` risk,
must be received by the transfer agent not less than seven days before
the meeting.
(v) Certificated and own name registered dematerialised shareholders on
the South Africa register should, if they are unable to attend the
Extraordinary General Meeting but wish to be represented thereat
complete and return the form of proxy in accordance with the
instructions contained therein herein and lodge it with, or post it to
Computershare Investor Services (Pty) Limited at 70 Marshall Street,
Johannesburg 2001 (P.O. Box 61051, Marshalltown 2107).
Shareholders on the South Africa register who hold dematerialised shares in
Halogen Holdings S.A. through a CSDP or broker and do not have an "own name"
registered dematerialised registration, must timeously advise their CSDP or
broker of their intention to attend and vote at the Extraordinary General
Meeting or be represented by proxy thereat in order for their CSDP or broker to
provide them with the necessary authorisation to do so, or should they not wish
to attend the Extraordinary General Meeting in person, they must timeously
provide their CSDP or broker with their voting instruction in order for the CSDP
or broker to vote in accordance with their instructions at the Extraordinary
General Meeting.
Luxembourg
11 August 2009
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 11/08/2009 12:55:11 Produced by the JSE SENS Department.
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