| Fri 8 Jan 2010, 14:59 | | EFF - Efficient Financial Holdings Limited - Notice Of Annual General Meeting |
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EFF
EFF
EFF - Efficient Financial Holdings Limited - Notice Of Annual General Meeting
EFFICIENT FINANCIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2006/036947/06)
Share code: EFF
ISIN: ZAE000133286
("EFH" or "the company")
NOTICE OF ANNUAL GENERAL MEETING
It has come to the attention of the board of directors of the company that the
notice of annual general meeting of shareholders of the company (which annual
general meeting is to be held in the boardroom of the company at 81 Dely Road,
Hazelwood, Pretoria on Friday, 22 January 2010 at 10h00)("notice of annual
general meeting") may have been accidentally omitted from a few of the annual
reports (including the annual financial statements of the company for the
financial year ended 31 August 2009) which were posted to shareholders on 27
November 2009.
In order to ensure that each shareholder receives a notice of annual general
meeting, the company has reposted the notice of annual general meeting to all
shareholders of the company as at 27 November 2009.
In addition, the notice of annual general meeting is set out hereunder.
"Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of members of Efficient
Financial Holdings Limited, registration number 2006/036947/06, will be held in
Efficient Financial Holdings Boardroom at 81 Dely Road, Hazelwood, Pretoria on
Friday, 22 January 2010 at 10h00 to conduct the following business:
Video conferencing facilities - Cape Town
Shareholders based in Cape Town are welcome to participate in the Annual General
Meeting via video conferencing facilities which will be available in the
boardroom of the company at 15th Floor, Triangle House, 22 Riebeek Street, Cape
Town.
Ordinary Resolution 1
To receive and adopt the consolidated audited annual financial statements of the
company and its subsidiaries, incorporating the reports of the auditors, the
audit committee and the directors for the year ended 31 August 2009.
Ordinary Resolution 2
To elect by way of separate resolutions directors in the place of those retiring
in accordance with the company`s articles of association. The directors retiring
are listed below and, being eligible, have offered themselves for re-election:
Ms M Cassim
Ms L Gadd
Mr M Khwinana
Mr R Paterson
Dr S Booysen
Ms L Whitfield
An abbreviated curriculum vitae in respect of each director offering him and
herself for re-election is contained in the explanatory notes to this notice.
Ordinary Resolution 3
To sanction the remuneration paid to non-executive directors for the period 1
September 2008 to 31 August 2009, as set out in the table contained in the
explanatory notes to this notice.
Ordinary Resolution 4
To reappoint PKF (Johannesburg) as independent auditors of the company for the
ensuing year (the designated auditor being Ms S Kock) and to authorise the
directors to determine the remuneration of the auditors for the past year`s
audit as reflected in Note 14 to the annual financial statements.
Ordinary Resolution 5
To approve that, subject to the provisions of the Companies Act, 61 of 1973, as
amended ("the Act") and the Listings Requirements of the JSE, the directors are
hereby authorised to allot and issue at their discretion up to a maximum of 5%
of the total number of issued ordinary shares in the share capital of the
company for such purposes as they may determine.
Ordinary Resolution 6
To approve that, as required in terms of the JSE Listings Requirements, the
directors be authorised to issue up to a maximum of 5% of the total number of
issued ordinary shares in the share capital of the company for cash, other than
a rights issue and without restrictions as to any public shareholder, as defined
by the JSE Listings Requirements, as and when suitable opportunities arise,
subject to the following conditions:
1 that this authority shall only be valid until the next annual general meeting
of the company but shall not extend beyond 15 months from the date of this
meeting;
2 that a paid press announcement giving full details, including the impact on
net asset value and earnings per share, be published after any issue
representing, on a cumulative basis within one financial year, 5% of the number
of shares in issue prior to the issue concerned;
3 that the issues in aggregate in any one financial year shall not exceed 5% of
the number of shares of the company`s issued ordinary share capital; and
4 that in determining the price at which an issue of shares for cash will be
made in terms of this authority, the maximum discount permitted shall be 10% of
the weighted average traded price of the ordinary shares on the JSE, (adjusted
for any dividend declared but not yet paid or for any capitalisation award made
to shareholders) over the 30 business days prior to the date that the price of
the issue is determined or agreed by the directors of the company.
Special Resolution 1
To consider and, if deemed fit, to pass, with or without modification, the
following special resolution:
"RESOLVED that the directors be and are hereby authorised to approve and
implement the acquisition by the company (or by a subsidiary of the company up
to a maximum of 10% (ten percent) of the number of issued ordinary shares of the
company), of ordinary shares issued by the company by way of a general
authority, which shall only be valid until the company`s next annual general
meeting, unless it is then renewed, provided that it shall not extend beyond 15
(fifteen) months from the date of the passing of the special resolution,
whichever period is the shorter, in terms of the Companies Act 1973, and the
rules and requirements of the JSE Limited (JSE) which provide, inter alia, that
the company may only make a general repurchase of its ordinary shares subject
to:
- the repurchase being implemented through the order book operated by the JSE
trading system, without prior understanding or arrangement between the company
and the counterparty;
- the company being authorised thereto by its articles of association;
- repurchases not being made at a price greater than 10% (ten percent) above the
weighted average of the market value of the ordinary shares for the 5 (five)
business days immediately preceding the date on which the transaction was
effected;
- an announcement being published as soon as the company has repurchased
ordinary shares constituting, on a cumulative basis, 3% (three percent) of the
initial number of ordinary shares, and for each 3% (three percent) in aggregate
of the initial number of ordinary shares repurchased thereafter, containing full
details of such repurchases;
- repurchases not exceeding 20% (twenty percent) in aggregate of the company`s
issued ordinary share capital in any one financial year;
- the company`s sponsor confirming the adequacy of the company`s working capital
for purposes of undertaking the repurchase of ordinary shares in writing to the
JSE upon entering the market to proceed with the repurchase;
- the company remaining in compliance with paragraphs 3.37 to 3.41 of the JSE
Listings Requirements concerning shareholder spread after such repurchase;
- the company and/or its subsidiaries not repurchasing securities during a
prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements,
unless it has in place a repurchase programme where the dates and quantities of
securities to be traded during the relevant period are fixed and full details of
the programme have been disclosed in an announcement published on SENS prior to
the commencement of the prohibited period; and
- the company only appointing one agent to effect any repurchases on its
behalf."
The directors, having considered the effects of the repurchase of the maximum
number of ordinary shares in terms of the aforegoing general authority, are of
the opinion that for a period of 12 (twelve) months after the date of the notice
of the annual general meeting:
- the company and the group will be able, in the ordinary course of business, to
pay its debts;
- the working capital of the company and the group will be adequate for ordinary
business purposes;
- the assets of the company and the group, fairly valued, will exceed the
liabilities of the company and the group; and
- the company`s and the group`s ordinary share capital and reserves will be
adequate for ordinary business purposes.
The following additional information, some of which may appear elsewhere in the
annual report, is provided in terms of the JSE Listings Requirements for
purposes of this general authority:
- directors and management - pages 11 to 12;
- major beneficial shareholders - page 55;
- directors` interests in ordinary shares - page 21;
- share capital of the company - page 20.
The directors in office whose names appear on pages 11 and 12 of the annual
report, are not aware of any legal or arbitration proceedings, including
proceedings that are pending or threatened, that may have or have had in the
recent past, being at least the previous 12 (twelve) months; a material effect
on the Group`s financial position.
Directors` responsibility statement
The directors in office, whose names appear on pages 11 and 12 of the annual
report, collectively and individually accept full responsibility for the
accuracy of the information pertaining to this special resolution and certify
that, to the best of their knowledge and belief, there are no facts that have
been omitted which would make any statement false or misleading, and that all
reasonable enquiries to ascertain such facts have been made and that the special
resolution contains all information required by law and the JSE Listings
Requirements.
Material changes
Other than the facts and developments reported on in the annual report, there
have been no material changes in the affairs or financial position of the
company and its subsidiaries since the date of signature of the audit report and
up to the date of this notice.
The directors have no specific intention, at present, for the company to
repurchase any of its shares but consider that such a general authority should
be put in place should an opportunity present itself to do so during the year,
which is in the best interests of the company and its shareholders.
The reason for and effect of the special resolution is to grant the directors of
the company a general authority in terms of the Companies Act 1973 and the JSE
Listings Requirements for the repurchase by the company (or by a subsidiary of
the company) of the company`s shares.
Ordinary Resolution 7
To consider and, if deemed fit, to pass, with or without modification, the
following general resolution:
"RESOLVED that the First Addendum to the Efficient Financial Holdings Employee
Incentive Scheme (which Scheme was adopted by the company on 23 March 2009), be
and is hereby approved."
Ordinary Resolution 8
To authorise any one director or the secretary of the company to do all such
things and sign all such documents as are deemed necessary to implement the
resolutions set out in the notice convening the annual general meeting at which
this ordinary resolution will be considered.
Important information
Any shareholder holding shares in certificated form or recorded on the Company`s
sub-register in electronic dematerialised form in "own name" and entitled to
attend, speak and vote at the meeting, is entitled to appoint a proxy to attend,
speak and on a poll vote in his stead. A proxy need not be a member of the
Company.
Proxy forms must be lodged at the registered office of the Company at 81 Dely
Road, Hazelwood, Pretoria, South Africa (postal address: 81 Dely Road,
Hazelwood, Pretoria, South Africa, 0081) or at the offices of the transfer
secretaries, Link Market Services South Africa (Pty) Ltd (11 Diagonal Street,
Johannesburg; PO Box 4844, Johannesburg, 2000), by no later than 10h00 on
Wednesday, 20 January 2010.
All beneficial owners whose shares have been dematerialised through a Central
Securities Depository Participant ("CSDP") or broker other than with "own name"
registration, must provide the CSDP or broker with their voting instructions in
terms of their custody agreement should they wish to vote at the Annual General
Meeting. Alternatively, they may request the CSDP or broker to provide them with
a letter of representation, in terms of their custody agreements, should they
wish to attend the Annual General Meeting.
By order of the Board
ANNAMARIE VAN DER MERWE
iThemba Governance and Statutory Solutions (Pty) Limited
Company Secretary
Pretoria
26 November 2009
Annual General Meeting - Explanatory Notes:
Ordinary Resolution 1 - Adoption of annual financial statements
At the Annual General Meeting, the directors must present the annual financial
statements for the year ended 31 August 2009, together with the reports of the
directors; to shareholders, the audit and risk committee and the auditors. These
are contained within the Annual Report.
Ordinary Resolution 2 - Re-election of directors
In accordance with Article 15 of the Company`s Articles of Association, one-
third of the directors are required to retire at each Annual General Meeting and
may offer themselves for re-election. In addition, any person appointed to the
board of directors following the previous Annual General Meeting is similarly
required to retire and is eligible for re-election at the next Annual General
Meeting.
The following directors are eligible for re-election:
Ms M Cassim
Ms L Gadd
Mr M Khwinana
Mr R Paterson
Dr S Booysen
Ms L Whitfield
Brief biographical details of each of the above directors are set out hereunder.
Ms M Cassim (27) CA(SA)
Mariam qualified as a Chartered Accountant in 2006 after completing her articles
at KPMG, Johannesburg. In the last quarter of 2006, she transferred to KPMG
Corporate Finance, where she was a Supervisor. She then moved to Eskom,
Generation Finance, as a Senior Financial Advisor during the last few months of
2007, whereafter she served as a Middle Office Transaction Manager at Sanlam
Capital Markets in 2008. She is now an Associate Director at TBOP Capital, a
subsidiary of Thebe Investment Corporation (Pty) Limited.
Ms L Gadd (39) Masters Degree in Sociology and Politics
Lindiwe is the Group Services Executive at Thebe Investment Corporation (Pty)
Limited. Prior to joining Thebe Investment Corporation (Pty) Limited, Lindiwe
ran her own management consultancy for four years and was Founding CEO of
Freedom Park Trust, a national heritage project in Pretoria.
Mr M Khwinana (45) BCom, Post-Graduate Degree in Accounting Science Matsobane
currently works for Thebe Investment Corporation (Pty) Limited. He joined Thebe
in October 2007. His responsibilities include deal origination, evaluation of
proposition, supervision of due diligence reviews, deal structuring,
presentation of transactions to the investment committee, overseeing of legal
agreements, raising finance for new investments etc. Prior to his employment
with Thebe, he worked as a senior dealmaker for the IDC for seven years and also
as a dealmaker at Venture Capital Managers for three-and-a-half years. Other
previous experience includes providing business advisory services, post-
investment monitoring as well as marketing the company`s products; developing
relationships with financiers and various service providers as strategic
partners for the Africa Project Development Facility, a division of
International Finance Corporation.
Mr R Paterson (80)
Ronald is a trustee of the Harry Crossley Foundation and the Doris Crossley
Foundation and is currently a director of six property development companies. He
was a director of Bruce Dundas Master Builders (Pty) Limited for 25 years after
which he became managing director of Newlands Construction (Cape) (Proprietary)
Limited for 15 years. Following this he became managing director of Hamerland
Development (Pty) Limited; a position he has held for the last 20 years.
Dr S Booysen (47) CA(SA) D.Com
Steve completed his articles with Ernst & Young in 1983. After spending a few
years as senior lecturer at Unisa, he joined the banking industry in 1988,
holding various positions which culminated in his appointment as Group Chief
Executive Officer of Absa Bank Limited in 2004 - a position he held until
February 2009. Steve is also a Council Member of the University of Pretoria.
Ms L Whitfield (53) BA Hons (Industrial Psychology), Dip Labour Law
Linda is a trustee of the Harry Crossley Foundation and the Doris Crossley
Foundation and is currently a director of six property development companies.
She was an HR consultant and training specialist for a number of years, as well
as the practice manager of a large medical practice for 17 years.
Ordinary Resolution 3 - Fees of non-executive directors
Shareholders are requested to sanction the fees paid to non-executive directors
for the period 1 September 2008 until 31 August 2009. Full particulars of all
fees and remuneration for the past financial year are contained on page 22 of
the annual report.
Ordinary Resolution 4 - Auditors
PKF (Johannesburg) has indicated its willingness to continue in office and
resolution 4 proposes the reappointment of that firm as the Company`s auditors
with effect from 18 January 2010 until the next Annual General Meeting. As
required in terms of S274(3) of the Companies Act, the name of the designated
auditor, Ms Kock, forms part of the resolution. The resolution also gives
authority to the directors to fix the auditors` remuneration.
Ordinary Resolutions 5 and 6 - Placement and Issue of shares
In terms of Sections 221 and 222 of the Companies Act No. 61 of 1973, as
amended, the shareholders have to approve the placement of the unissued shares
under the control of the directors. The authority will be subject to the
Companies Act No. 61 of 1973, as amended, and the JSE Listings Requirements. The
authority is furthermore limited to a maximum of 5% of the issued share capital.
Ordinary resolution number 6 is required in order for the JSE Listings
Requirements to be complied with. The approval of a 75% majority of the votes
cast by shareholders present or represented by proxy at this Annual General
Meeting is required for this ordinary resolution to become effective. The
authority is again limited to a maximum of 5% of the issued share capital.
Special Resolution 1 - General authority to repurchase share
It is envisaged that participants in the Company`s share option scheme may wish
to exercise options and sell the shares immediately thereafter. The board of
directors believes that it may be prudent for the Company to consider acquiring
these shares and as a result require shareholders` consent by way of a special
resolution for a buy-back of the Company`s shares, subject to the provisions of
the JSE Listings Requirements as set out in the proposed resolution.
Ordinary Resolution 7 - First addendum to the EFH Employee Incentive Scheme
On or about 23 March 2009 Efficient Financial Holdings Limited ("the company")
adopted the Efficient Financial Holdings Employee Incentive Scheme ("the
Employee Incentive Scheme") in terms of a deed of trust ("the deed"), the
details of which were set out in the prospectus of the company issued on 30
March 2009.
The Employee Incentive Scheme comprises a number of incentive schemes including
the Share Option Scheme, the Phantom Option Scheme, the Share Performance Option
Scheme and the Phantom Performance Option Scheme all of which are defined and
set out in the deed.
The board (together with the trustees) has developed as part of the Employee
Incentive Scheme, a further incentive scheme being the Deferred Bonus Scheme to
increase employee and shareholder alignment by encouraging employee share
ownership.
At the annual general meeting of shareholders of the company, convened pursuant
to the notice of general meeting attached, shareholders will be asked to
consider and if deemed fit pass with or without modification an ordinary
resolution (requiring a 75% majority of votes cast in favour of such resolution
by all shareholders present or represented by proxy at the annual general
meeting to approve such resolution) approving the First Addendum to the
Efficient Financial Holdings Employee Incentive Scheme.
A summary of the principal terms of the First Addendum to the Efficient
Financial Holdings Employee Incentive Scheme is set out below. The full text of
the First Addendum to the Efficient Financial Holdings Employee Incentive Scheme
together with the deed is available for inspection at the registered office of
the company with effect from the date of issue of the notice of annual general
meeting, which is attached, up to and including the date on which the annual
general meeting is to be held.
Salient features of the Deferred Bonus Scheme
Employees are eligible to become participants under the Deferred Bonus Scheme.
As the Deferred Bonus Scheme forms a part of the Employee Incentive Scheme the
limitations as to the number of equity securities which may be utilised for
purposes of the Employee Incentive Scheme (that is 8 500 000 ordinary shares)
and the aggregate number that may be awarded to any particular participant under
the Employee Incentive Scheme (that is 500 000 ordinary shares) remain
unchanged.
The directors may from time to time resolve to award a cash bonus to an employee
under the Deferred Bonus Scheme which will entitle the employee to elect to
apply any and/or all of the cash bonus, as stipulated in the relevant notice,
toward the acquisition of scheme shares by the employee from the trustees. The
portion of the bonus which the employee is entitled to apply and which he elects
to apply toward the acquisition of scheme shares under the Deferred Bonus Scheme
is hereinafter referred to as the "deferred bonus".
The right to a deferred bonus shall be awarded by the delivery to the employee
concerned of a letter in a form stipulated by the directors from time to time
which will state, inter alia, the amount of the cash bonus awarded to the
employee, the amount of the cash bonus which the employee may elect to apply
toward the acquisition of scheme shares, the number of scheme shares and the
share price. The election to apply the cash bonus to the acquisition of scheme
shares by the employee concerned shall be notified in writing to the secretary
of the company or any other person nominated by the directors for this purpose
within the period so stipulated by the directors or if none is so stipulated no
later than 90 days after the award is made (the "election notice"). The election
notice shall constitute authorisation by the participant to the company and/or
the trustees to utilise the deferred bonus toward the acquisition of the
relevant number of scheme shares.
The deferred bonus shall be paid by the company net of any PAYE or other taxes
which the company is required to withhold or deduct in respect of such bonus and
shall be payable in cash within 10 business days of the date upon which the
company receives the election notice (the "election date") to the trustees on
behalf of the participant concerned. The trustees shall then procure the issue
and allotment and/or sale of that number of ordinary shares at a price
equivalent to the share price on the award date (being the date upon which the
right to a deferred bonus is awarded to the employee) equal to the deferred
bonus to the participant. The share price is defined in the Employee Incentive
Scheme as the volume weighted average price at which the shares in the company
traded on the JSE Limited for the 20 trading days immediately preceding the date
on which the share price is being calculated. The shares so acquired by the
participant are hereinafter referred to as the "initial bonus shares".
Upon the expiry of three years calculated with effect from the award date, the
trustees shall procure the further issue and allotment and/or sale of the same
number of shares in the company as the initial bonus shares allotted and issued
and/or sold to the participant subject to:
1 the participant still being in the employ of the group at the end of the three
year period referred to above;
2 the participant furnishing to the trustees and the company proof of his
continued beneficial ownership of the initial bonus shares for the duration of
the three-year period referred to above, which proof must be to the satisfaction
of the trustees and the company;
3 such further conditions as the directors have stipulated at the time that the
deferred bonus was awarded.
The ordinary shares in respect of which an award is accepted and exercised shall
rank pari passu with existing ordinary shares as to voting, dividend, transfer
and other rights including those arising on liquidation of the company, and
shall be allotted and issued by the trustees as indicated above. The directors
shall procure that a listing is granted in respect of the shares on the stock
exchanges, if any, on which the company`s ordinary shares are listed and quoted
(subject to the rules and requirements of the exchanges in question).
As already provided for in the Employee Incentive Scheme, in the event of any
increase or variation of the share capital of the company by way of a
capitalisation issue or rights issue, subdivision, consolidation or reduction of
capital, appropriate adjustments will be made to the rights of participants as
may be determined by the auditors of the company (and confirmed by the
directors) to be fair and reasonable in the circumstances - on the basis that
such adjustments should give any participant the entitlement to the same
proportion of the equity capital of the company as the proportion to which he
was previously entitled.
Ordinary Resolution 8 - Authority to action all resolutions
Any one director or the secretary of the Company be authorised to do all such
things and sign all documents and take all such action as they consider
necessary to implement the resolutions set out in the notice convening the
Annual General Meeting at which this ordinary resolution will be considered."
8 January 2010
Sponsor
Java Capital (Proprietary) Limited
Date: 08/01/2010 14:59:01 Produced by the JSE SENS Department.
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