| Thu 28 Oct 2010, 8:30 | | SPS - Spescom Limited - Notice of scheme meeting |
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SPS
SPS
SPS - Spescom Limited - Notice of scheme meeting
Spescom Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1987/001083/06)
JSE Alpha Code SPS ISIN ZAE000017919
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(SOUTH GAUTENG HIGH COURT, JOHANNESBURG) Case number: 10/42434
Before the Honourable Justice Makume
In the ex parte application of:
Notice is hereby given that, in terms of an Order dated 26 October 2010, the
High Court of South Africa (South Gauteng High Court, Johannesburg) has ordered,
in accordance with the provisions of section 311 of the Companies Act, No. 61 of
1973, as amended ("Companies Act"), that a meeting ("the Scheme Meeting") of the
registered ordinary shareholders of the Applicant reflected in the Applicant`s
share register on the record date for voting (as defined in the Scheme of
Arrangement contained in Annexure "FA2" to the founding affidavit in this matter
("Scheme Members") be held under the chairmanship of Mr Mervyn Taback or,
failing him, Mr Lourens van Staden, both directors of Mervyn Taback Inc., on
Monday 22 November 2010, at 10:00 for the purpose of considering and if deemed
fit approving, with or without modification, to the Scheme of Arrangement ("the
Scheme") proposed by Jasco Electronics Holdings Limited Holdings ("Jasco")
between the Applicant and the Scheme Members.
The basic characteristic of the Scheme is that, upon implementation, Jasco will
acquire all the ordinary shares in the Applicant held by the Scheme Members
("Scheme Shares"). In terms of the Scheme, Scheme Members will receive 1 (one)
Jasco ordinary share for every 2.47 (two point four seven) Scheme Shares plus a
cash consideration of R0.15 (fifteen cents) for every 1 (one) ordinary Scheme
Share in the Applicant held by such Scheme Member, which is payable on the
Operative Date of the Scheme, which is expected to be on Monday 24 January 2011.
On implementation of the Scheme, the listing of the Applicant`s shares on the
securities exchange operated by the JSE will be terminated.
The implementation of the Scheme is subject to the fulfilment of certain
Conditions Precedent including, but not limited to, the sanctioning of the
Scheme by the above Honourable Court and a certified copy of the order of the
above Honourable Court sanctioning the Scheme being registered by the Registrar
of Companies and Close Corporations ("Conditions Precedent").
Copies of this notice, the form of proxy (pink) to be used at the Scheme Meeting
or any adjourned meeting, the form of acceptance, surrender, transfer and
Substitute Offer acceptance (yellow), the Scheme, the Explanatory Statement in
terms of section 312(1)(i)(a) of the Companies Act explaining the Scheme and the
Order of Court convening the Scheme Meeting, will be sent to the shareholders of
the Applicant at least 14 (fourteen) calendar days before the date of the Scheme
Meeting. Members of the Applicant may, during normal business hours at any time
prior to the Scheme Meeting, inspect and obtain a copy of those documents, free
of charge, at the Applicant`s registered office being Spescom Park, corner
Alexandra Avenue and 2nd Road, Midrand, 1685.
Each Scheme Member who holds Certificated Shares in the Applicant ("Certificated
Scheme Member") or who holds Dematerialised Shares in the Applicant through a
Central Securities Depository Participant ("CSDP") and has "own-name"
registration ("Dematerialised "own-name" Scheme Member"), may attend, speak and
vote, or abstain from voting, in person at the Scheme Meeting or any adjourned
meeting, or may appoint one or more proxies (who need not be shareholders of the
Applicant) to attend, speak and vote, or abstain from voting at the Scheme
Meeting or any adjourned meeting in the place of such certificated Scheme Member
or Dematerialised "own-name" Scheme Member. A form of proxy (pink) 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
all Members at their addresses as recorded in the Register of Members of the
Applicant at the close of business on a date not more than 7 (seven) calendar
days before the date of such posting. If more than one person is appointed on a
single form of proxy (pink), 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 are reflected in the Applicant`s register of members) 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).
Properly completed forms of proxy (pink) must be lodged with or posted to the
Transfer Secretaries of the Applicant, Computershare Investor Services (Pty)
Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107) to be received by no later than 10:00 on Thursday, 18 November 2010, or
handed to the chairperson no later than 10 (ten) minutes before the scheduled
time for the commencement of the Scheme Meeting or adjourned Scheme Meeting.
Notwithstanding the aforegoing, the chairperson may approve, in the
chairperson`s discretion, the use of any other form of proxy.
Each Scheme Member who holds a beneficial interest in Dematerialised Shares in
the Applicant and who does not have ownname registration ("Dematerialised Scheme
Member") may attend, speak and vote, or abstain from voting in person at the
Scheme Meeting or adjourned Scheme Meeting only if such Dematerialised Scheme
Member informs his/her CSDP or Broker timeously of his/her intention to attend
and vote, or abstain from voting at the Scheme Meeting or adjourned Scheme
Meeting or be represented by proxy thereat in order for his/her CSDP or Broker
to issue him/her with the necessary letter of representation or such
Dematerialised Scheme Member provides his/her CSDP or Broker timeously with
his/her voting instruction should such Dematerialised Scheme Member not wish to
attend the Scheme Meeting or adjourned Scheme Meeting in person in order for
his/her CSDP or Broker to vote in accordance with his/her instruction at the
Scheme Meeting or adjourned Scheme Meeting. The CSDP or Broker will then provide
the Transfer Secretaries of the Applicant with forms of proxy in terms of each
individual Dematerialised Scheme Member`s instruction.
In terms of the aforementioned Order of Court, the chairperson must report the
results of the Scheme Meeting to the above Honourable Court on Tuesday, 30
November 2010 or, if the chairperson adjourns the Scheme Meeting, the first
Tuesday (or if that Tuesday is a public holiday, the first day thereafter on
which the matter can be set down for hearing in terms of the rules of Court
after the expiry of the 7 calendar day period during which the chairperson`s
report must lie open for inspection) at 10:00 or so soon thereafter as Counsel
may be heard. A copy of the chairperson`s report to the above Honourable Court
will be available on request to any Scheme Member, free of charge, at the
registered office of the Applicant being Spescom Park, corner Alexandra Avenue
and 2nd Road, Midrand, 1685, during normal business hours for a period of at
least 7 (seven) days prior to the date set by the above Honourable Court for the
chairperson to report back to it.
Chairperson of the Scheme Meeting
Mervyn Taback
WERKSMANS INCORPORATED
Applicant`s Attorneys
155 - 5th Street
Sandton, 2196
OR Suite 1714 - 17th Floor
Marble Towers
208-212 Jeppe Street
Johannesburg
Private Bag 10015
Sandton, 2146
Docex 111 Sandton
Tel: +27 (0)11 535 8000
Fax: +27 (0)11 535 8600
Ref: Mr G Johannes/SPES3322.14
Date: 28/10/2010 08:30:01 Produced by the JSE SENS Department.
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