| Mon 29 Mar 2010, 17:38 | | FCPD - Foord Compass Limited - Notice of Annual General Meeting of Debenture |
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JSE FCPD
FCPD
FCPD - Foord Compass Limited - Notice of Annual General Meeting of Debenture
Holders
FOORD COMPASS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003591/06)
JSE code: FCPD
ISIN: ZAE000054466
("Foord" or "the company")
NOTICE OF ANNUAL GENERAL MEETING OF DEBENTURE HOLDERS
Notice is hereby given that the Annual General Meeting of the debenture
holders of Foord will be held at 12h00 on Wednesday, 21 April 2010, at 7
Forest Mews, Forest Drive, Pinelands, 7405.
The following special resolution of debenture holders will be tabled:
1. GENERAL AUTHORITY FOR THE COMPANY TO ACQUIRE ITS OWN SECURITIES
"That the mandate be given to the company (and/or one of its wholly owned
subsidiaries) providing authorisation, by way of a general approval, to
acquire the company`s own securities, upon such terms and conditions and in
such amounts as the directors may from time to time decide, but subject to
the provisions of the Companies Act, 1973 (Act 61 of 1973), as amended, ("the
Act") and the Listings Requirements of the JSE Limited ("the JSE"), be
extended, subject to the following terms and conditions:
- Any repurchase of securities must be effected through the order book
operated by the JSE trading system and done without any prior
understanding or arrangement between the company and the counter-party;
- At any point in time, the company may only appoint one agent to effect
any repurchase;
- This general authority be valid until the company`s next Annual General
Meeting of debenture holders, provided that it shall not extend beyond
fifteen months from date of passing of this special resolution
(whichever period is shorter);
- An announcement be published as soon as the company has cumulatively
repurchased 3% of the initial number (the number of that class of
debenture in issue at the time that the general authority is granted) of
the relevant class of securities and for each 3% in aggregate of the
initial number of that class acquired thereafter, containing full
details of such repurchases;
- Repurchases by the company in aggregate in any one financial year may
not exceed 20% of the company`s issued debenture capital as at the date
of passing of this special resolution or 10% of the company`s issued
debenture capital in the case of an acquisition of debentures in the
company by a subsidiary of the company ;
- Repurchases may not be made at a price greater than 10% above the
weighted average of the market value of the securities for the five
business days immediately preceding the date on which the transaction
was effected (should the company`s securities have not traded in such
five business day period, the JSE will be consulted for a ruling);
- Repurchases may not be undertaken by the company or one of its wholly
owned subsidiaries during a prohibited period unless a repurchase
programme, where the dates and quantities of securities to be traded
during the relevant period are fixed (not subject to any variation), is
in place with the full details of the programme announced prior to the
commencement of the prohibited period ; and
- The company may not enter the market to proceed with the repurchase of
its securities until the company`s sponsor has confirmed the adequacy of
the company`s working capital for the purpose of undertaking a
repurchase of securities in writing to the JSE.
The directors are of the opinion that, after considering the effect of the
maximum repurchase permitted and for a period of 12 months after the date of
this Annual General Meeting:
- The company and the group will be able, in the ordinary course of
business, to pay their debts;
- The assets of the company and the group will be in excess of the
liabilities of the company and the group, the assets and liabilities
being recognised and measured in accordance with the accounting policies
used in the latest audited group annual financial statements;
- The working capital of the company and the group will be adequate for
ordinary business purposes; and
- The share capital and reserves are adequate for the ordinary business
purposes of the company and the group."
Effect and reason for special resolution 1
The effect of the special resolution and the reason therefore is to extend
the general authority given to the directors in terms of the Act and the
Listings Requirements for the acquisition by the company of its own
securities, which authority shall be used at the directors` discretion during
the course of the period so authorised.
Voting
Each debenture holder who, being a natural person, is present in person or by
proxy or, not being a natural person, is present by representative or proxy
at the meeting is entitled to one vote on a show of hands in respect of the
special resolution proposed at the meeting. On a poll, each debenture holder,
whether present in person or by proxy, or by representation, is entitled to
one vote for each debenture held.
Proxies
All registered debenture holders of the company will be entitled to attend
and/or vote in person or by proxy at the meeting of debenture holders. A form
of proxy is attached for completion by any debenture holder who is unable to
attend in person. Forms of proxy must be completed and forwarded to the
company`s transfer secretaries Computershare Investor Services (Pty) Ltd, 70
Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), so as
to be received by no later than 12:00 on Monday, 19 April 2010.
BY ORDER OF THE BOARD
PE Cluer
Secretary
Cape Town
29 March 2010
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 29/03/2010 17:38:01 Produced by the JSE SENS Department.
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