| Tue 25 Aug 2009, 11:07 | | HAL - Halogen - Notice of extraordinary general meeting |
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HAL
HAL
HAL - Halogen - Notice of extraordinary general meeting
Halogen Holdings Societe Anonyme
Registered Office: 58 rue Charles Martel, L-2134
Luxembourg. R.C.S. Luxembourg No. B39773
JSE code: HAL
ISIN: LU0216267913
("the Company")
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
25 August 2009
Notes:
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.
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.
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.
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.
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
25 August 2009
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 25/08/2009 11:07:25 Produced by the JSE SENS Department.
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