| Mon 29 Mar 2010, 15:11 | | UCS - UCS Group Limited - Notice of general meeting |
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UCS
UCS
UCS - UCS Group Limited - Notice of general meeting
UCS Group Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1993/002253/06)
Share Code: UCS ISIN: ZAE000016150
("UCS" or "the Company")
NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders of UCS ("UCS shareholders") are referred to the
announcement released on SENS on 15 March 2010 whereby UCS shareholders
were informed that UCS had formally submitted to the board of directors
of Argility Limited ("Argility") a notice of its firm intention to make
an offer to Argility shareholders, other than the UCS Group ("Scheme
Members"), to acquire the issued ordinary shares in Argility held by
them by way of a scheme of arrangement in terms of section 311 of the
Companies Act No. 61 of 1973, as amended ("Companies Act"), to be
proposed by UCS between Argility and the Scheme Members ("the Scheme")
or, in the event of the Scheme not becoming unconditional or not being
implemented by 1 June 2010 and at the election of UCS, an offer to
acquire such shares in terms of section 440 of the Companies Act, or
otherwise (collectively "the Offer").
Shareholders were furthermore advised that the Offer in terms of the JSE
Limited Listings Requirements is classified as a related party
transaction ("the Related Party Transaction") and, accordingly, requires
UCS shareholder approval and an independent fairness opinion.
2. DOCUMENTATION
UCS shareholders are advised that the circular containing details of the
Related Party Transaction and incorporating a notice in respect of the
general shareholders` meeting to consider and, if deemed fit, pass the
requisite resolutions, was posted to UCS shareholders on Saturday, 27
March 2010.
3. GENERAL MEETING AND SALIENT DATES AND TIMES
UCS shareholders are advised that a general meeting will be held at
15h00 on Monday, 12 April 2010 at the registered offices of UCS, being
20th Floor, 209 Smit Street, Johannesburg 2001, for the purpose of
considering, and if deemed fit, passing, with or without modification,
the ordinary resolutions relating to the Related Party Transaction.
The salient dates and times in respect of the Related Party Transaction
are as follows:
2010
Circular posted to UCS shareholders on Saturday, 27 March
Last day to lodge forms of proxies in respect of Thursday, 8 April
the general meeting by 15h00 on
General meeting of UCS shareholders to be held at Monday, 12 April
15h00 on
Results of the general meeting released on SENS Monday, 12 April
on
Results of the general meeting published in the Tuesday, 13 April
press on
Notes:
1. These dates and times are subject to change. Any such change will
be published on SENS and in the press. Any reference to time is a
reference to South African time.
2. If the general meeting is adjourned or postponed, forms of proxy
must be received by no later than 48 hours prior to the time of the
adjourned or postponed general meeting, provided that, for the
purpose of calculating the latest time by which forms of proxy must
be received, Saturdays, Sundays and gazetted public holidays in
South Africa will be excluded.
The salient dates and times of the Scheme will be released in due
course.
4. OPINIONS AND RECOMMENDATIONS
4.1 Opinion of the independent professional expert
UCS shareholders were previously advised that the board of
directors of UCS ("UCS Board") had appointed KPMG Services
(Proprietary) Limited ("KPMG") to provide an opinion as to whether
the terms and conditions of the Related Party Transaction are fair
to UCS shareholders.
KPMG has considered the terms and conditions of the Related Party
Transaction and is of the opinion that the terms and conditions of
the Related Party Transaction are fair to UCS shareholders and has
provided the UCS Board with a written opinion in this regard ("the
Fairness Opinion").
A copy of the Fairness Opinion is set out in the circular to UCS
shareholders relating to the Related Party Transaction.
4.2 Opinion of the UCS Board
UCS shareholders were previously advised that the UCS Board had
convened an independent sub-committee to consider the terms and
conditions of the Related Party Transaction.
The UCS Board (excluding the directors who are related parties),
taking into account the Fairness Opinion and the recommendation by
the independent sub-committee, is of the unanimous opinion that the
terms and conditions of the Related Party Transaction is fair to
UCS shareholders and, save for those board members who are related
parties and will therefore not be able to vote, intend voting in
favour of the Related Party Transaction, and furthermore recommend
that UCS shareholders vote in favour of the Related Party
Transaction at the general meeting.
Johannesburg
29 March 2010
Date: 29/03/2010 15:11:02 Produced by the JSE SENS Department.
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