| Thu 1 Jul 2010, 7:05 | | DTH - DTH Dynamic Technology Holdings Limited - Notice of Scheme Meeting |
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DTH
DTH
DTH - DTH Dynamic Technology Holdings Limited - Notice of Scheme Meeting
DTH DYNAMIC TECHNOLOGY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2004/016984/06)
Share Code: DTH ISIN: ZAE000124681
("DTH")
NOTICE OF SCHEME MEETING
IN THE SOUTH GAUTENG HIGH COURT OF SOUTH AFRICA
(JOHANNESBURG)
Case number: 23752/2010
on 29 June 2010
In the ex parte application of:
DTH DYNAMIC TECHNOLOGY HOLDINGS LIMITED
("DTH" or "the Applicant")
(Incorporated in the Republic of South Africa)
(Registration number 2004/016984/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 29 June 2010,
the South Gauteng High Court, Johannesburg ("Court") has ordered that a meeting
("scheme meeting") in terms of section 311 of the Companies Act, 1973, (Act 61,
of 1973) as amended ("the Companies Act") of the shareholders of DTH Dynamic
Technology Holdings Limited, registered as such at 17h00 on Tuesday, 20 July
2010 ("scheme members") be held under the chairmanship of Advocate Alan Eyles,
or failing him, Advocate Gregory Francis Porteous ("chairman"), at 10h00 at the
registered office of DTH, being Ground Floor, Victoria Gate South, Hyde Park
Lane, Hyde Park, Gauteng on Friday, 23 July 2010 (or any adjourned date as
determined by the chairman ("adjourned meeting")) for the purpose of considering
and, if deemed fit, of approving, with or without modification, a scheme of
arrangement ("the scheme") proposed by Xantha Properties 21 (Proprietary)
Limited ("Xantha Properties") between the Applicant and its ordinary
shareholders, other than Dynamic Visual Technologies Gauteng (Proprietary)
Limited ("DVT Gauteng") (holding the DTH treasury shares) and the DTH management
consortium ("the excluded members"), provided that the scheme meeting shall not
be entitled to agree to any modification of the scheme which has the effect of
diminishing the rights that are to accrue in terms thereof to scheme members.
The implementation of the scheme is subject to fulfilment of the scheme
conditions stated therein including, but not limited to, the sanctioning of the
scheme by the above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree to
the scheme. The basic characteristic of the scheme is that, subject to the
fulfilment of certain conditions precedent which are set out in paragraph 5 of
the scheme of arrangement contained in the circular to the ordinary shareholders
of the Applicant dated Thursday, 1 July 2010 ("the circular"), Xantha Properties
will acquire all of the ordinary shares in the Applicant not already held by it
from the ordinary shareholders of the Applicant (other than the excluded
members), who are recorded in the register as such on the scheme consideration
record date (as referred to in the circular and which is expected to be Friday,
27 August 2010) ("the scheme participants"). In terms of the scheme, the scheme
participants will receive R1.05 for every ordinary share in the Applicant held
on the scheme consideration record date.
Copies of this notice, the form of proxy to be used at the scheme meeting or any
adjourned scheme meeting, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme and the Order of Court
summoning the scheme meeting, are included in the circular of which this notice
forms part and may be inspected or obtained, free of charge, during normal
business hours, at any time prior to the scheme meeting or any adjourned
meeting, at the registered office of DTH, being Ground Floor, Victoria Gate
South, Hyde Park Lane, Hyde Park, Gauteng and at the office of DTH`s attorneys
at 10 Fricker Road, Illovo Boulevard, Johannesburg.
Scheme members who hold certificated ordinary shares in DTH and scheme members
who hold dematerialised ordinary shares in DTH through a Central Securities
Depository Participant ("CSDP") in "own-name" registration form 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 members of DTH) to attend, speak
and vote at the scheme meeting in the place of such scheme members. Forms of
proxy for this purpose are included in the circular which has been posted to all
shareholders of DTH at their addresses as recorded in the register of members of
DTH at the close of business 5 (five) business days before the date of such
posting. Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of DTH, Link Market Services South Africa (Proprietary)
Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg,
2000) to be received by no later than 10h00 on Wednesday, 21 July 2010, or on
the business day immediately preceding any adjourned meeting, or handed to the
chairman no later than 10 minutes before the scheme meeting or adjourned scheme
meeting is due to commence. Notwithstanding the aforegoing, the chairman may
approve in his discretion the use of any other form of proxy.
Scheme members who hold certificated ordinary shares in DTH through a nominee
and shareholders who hold dematerialised ordinary shares in DTH through a CSDP
or broker and not in "own-name" registration form should timeously inform their
nominees, CSDPs or brokers, as the case may be, to issue them with the necessary
Letter of Representation to attend the scheme meeting or should they not wish to
attend the scheme meeting in person, to timeously provide their nominees, CSDPs
or brokers, as the case may be, with their voting instructions in order for
their votes to be represented at the scheme meeting.
Where there are joint holders of DTH`s ordinary shares, any one of such persons
may vote at the scheme meeting in respect of such ordinary shares as if such
joint holder was solely entitled thereto, but if more than one such joint
holders be present or represented at the scheme meeting, that one of the said
persons whose name appears first in DTH`s share register or their proxy, as the
case may be, will alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairman must report the
results of the scheme meeting to the Court following the fulfilment of all the
suspensive conditions to the scheme, which is expected to be on or about Monday,
26 July 2010 and the hearing to sanction the scheme shall occur on Tuesday, 3
August 2010 at 09h30 or so soon thereafter as Counsel may be heard. A copy of
the chairperson`s report to the Court will be available on request to any scheme
member, free of charge, at the registered office of DTH and the offices of DTH`s
attorneys during normal business hours at least seven calendar days prior to the
date fixed by the Court for the chairperson to report back to it.
Note
Xantha Properties and Messrs CJ Wilkins, G Fowler, J van der Merwe, F Luthango
and J Fouche and Cornastone Technology Investments (Proprietary) Limited, who
form part of the DTH management consortium, and who collectively hold 21 182 517
DTH shares (42.37%), as well as the DVT Employees Share Trust (holding 3 000 000
DTH shares or 6%), the DTH treasury shares (2 273 170 or 4.55%) and the
remaining voting pool members (holding 11 142 911 DTH shares or 22.24%), are
precluded from voting at the scheme meeting.
ADVOCATE ALAN EYLES
Chairman of the scheme meeting
Attorneys to the scheme
Webber Wentzel Attorneys
10 Fricker Road
Illovo Boulevard
Johannesburg
2196
(PO Box 61771, Marshalltown, 2107)
Ref: Megan Jarvis (Tel: 011 530 5804)
Corporate Advisor
Richmond Capital (Proprietary) Limited
Designated Advisor
Grindrod Bank Limited
Attorneys
Webber Wentzel Attorneys
Independent Expert
Mazars Corporate Finance (Proprietary) Limited
Date: 01/07/2010 07:05:02 Produced by the JSE SENS Department.
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