| Thu 10 Sep 2009, 14:23 | | KNG - King Consolidated Holdings Limited - Notice Of Kingco Scheme Meeting |
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KNG
KNG
KNG - King Consolidated Holdings Limited - Notice Of Kingco Scheme Meeting
KING CONSOLIDATED HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1992/006472/06)
Alpha Code: KNG - ISIN NO: ZAE000073458
IN THE SOUTH GAUTENG HIGH COURT
(JOHANNESBURG) Case number: 09/36723
In the ex parte application of:
NOTICE OF KINGCO 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, 1
September 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
Pocot Trust ("Pocot Trust")) who are recorded in the register of the Applicant
as such at 17:00 on Wednesday, 23 September 2009 ("the scheme members").
2. The scheme meeting will be held at 10:00 on Tuesday, 29 September 2009, in
the boardroom at Arcay House II, 3 Anerley Road, Parktown, Johannesburg, 2193.
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 Pocot Trust between the Applicant and its shareholders
(other than Pocot Trust). The basic characteristic of the scheme is that,
subject to the fulfilment of certain conditions precedent which are stated in
paragraph 3.2 of the scheme contained in the circular to the ordinary
shareholders of the Applicant, dated 3 September 2009 ("the circular"), Pocot
Trust will acquire all of the ordinary shares in the Applicant held by the
ordinary shareholders of the Applicant (other than Pocot 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, 23 October 2009) ("the
scheme participants"). In terms of the scheme, the scheme participants will
receive 40 cents for every ordinary share in the Applicant held on the scheme
consideration record date. Pocot Trust will not be entitled to vote at the
scheme meeting.
4. Copies of the scheme, the Explanatory Statement in terms of section
312(1)(a)(i) of the Companies Act, which explains the scheme, the Valuation
Statement in terms of section 312(1)(a)(ii) of the Companies Act, the
Statement of the interests of the directors in terms of section 312(1)(a)(iii)
of the Companies Act, the Additional Information required by the Securities
Regulation Panel, the form of proxy (green) 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 2 (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
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 (green) 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 5 (five) 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
10:00 on Friday, 25 September 2009, or on the business day immediately
preceding any adjourned meeting, or handed to the chairman of the scheme
meeting no later than 10 (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 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 forms of
proxy 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 Tuesday, 6 October 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
1 September 2009
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue
Rosebank, 2196
JOHANNESBURG
(Private Bag X41, Saxonwold, 2132)
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell
Sponsor
Arcay Moela Sponsors (Proprietary) Limited
Date: 10/09/2009 14:23:02 Produced by the JSE SENS Department.
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