| Thu 3 Feb 2011, 15:59 | | PAP - Pangbourne Properties Limited - Notice of scheme meeting of Pangbourne |
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PAP
PAP
PAP - Pangbourne Properties Limited - Notice of scheme meeting of Pangbourne
shareholders
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP
ISIN Code: ZAE000005252
("Pangbourne")
NOTICE OF SCHEME MEETING OF PANGBOURNE SHAREHOLDERS
IN THE SOUTH GAUTENG HIGH COURT, JOHANNESBURG Case number: 2011/3424
In the ex parte application of:
PANGBOURNE PROPERTIES LIMITED Applicant
(Registration number 1987/002352/06)
1. Under authority of an Order of the South Gauteng High Court, Johannesburg
(the "Court") issued in the above matter on Tuesday, 1 February 2011, this
notice serves to convene a meeting (the "shareholders` scheme meeting") of
the linked unitholders of the Applicant in their capacity as shareholders
of the Applicant in respect of the ordinary shares in the Applicant held by
them (other than Capital Property Fund, a portfolio in Capital Property
Trust Scheme ("the proposer")) who are recorded in the register of the
Applicant as such at 17:00 on Wednesday, 23 February 2011 (the "scheme
members").
2. The shareholders` scheme meeting will be held at 14:00 on Monday, 28
February 2011, at 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia,
2191. Mervyn Taback (or failing him, Lourens van Staden) has been appointed
by the Court as Chairman of the shareholders` scheme meeting and the
Chairman`s address is 13 Eton Road, Parktown, 2193 (PO Box 3334, Houghton,
2041).
3. The purpose of the shareholders` scheme meeting is to consider and, if
deemed fit, agree (with or without modification agreed to between the
proposer and the Applicant) to the scheme of arrangement ("the scheme")
proposed by the proposer between the Applicant and the scheme members in
their capacity as shareholders of the Applicant in respect of the ordinary
shares in the Applicant held by them. The object of the scheme is that,
subject to the fulfilment of certain conditions precedent which are stated
in paragraph 5.2 of the scheme of arrangement contained in the circular to
the Applicant`s linked unitholders dated 3 February 2011 (the "circular"),
the proposer will acquire all of the linked units in the Applicant that it
does not already own from the Applicant`s linked unitholders (other than
the proposer) 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, 25 March 2011) (the "scheme participants"). In terms
of the scheme, the scheme participants will receive 2.38 units issued by
the proposer for every linked unit in the Applicant held on the scheme
consideration record date (rounded up or down to the nearest whole number
according to the rounding principle), save that scheme participants holding
500 or less linked units in the Applicant on the scheme consideration
record date will be entitled to elect whether to receive a cash
consideration of R20.00 per linked unit in the Applicant held or 2.38 units
issued by the proposer for every linked unit in the Applicant held. In the
absence of an election as aforesaid, such scheme participants will be
deemed to have elected to receive the cash consideration.
4. Copies of the scheme, the Explanatory Statement in terms of sections
312(1)(a)(i) and 312(2) of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Act") which explains the scheme, the Valuation Statement in
terms of sections 312 (1)(a)(ii) and 312(2) of the Act, the Statement of
the interests of the directors and trustees in terms of sections
312(1)(a)(iii) and 312(2) of the Act, the Additional Information required
by the Securities Regulation Panel, the relevant form of proxy and the
Order of Court convening the shareholders` scheme meeting are included in
the circular of which this notice forms part and copies thereof may be
inspected at and may, on request, be obtained free of charge, during normal
business hours for at least two weeks prior to the date of the
shareholders` scheme meeting from the registered office of the Applicant
being 3rd Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191 or from
the office of the Chairman, being 13 Eton Road, Parktown, 2193 (PO Box
3334, Houghton, 2041) by any linked unitholder of the Applicant.
5. Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units 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 in person at the shareholders` scheme meeting or
any postponed or adjourned shareholders` scheme meeting, or may appoint one
or more proxies (who need not be linked unitholders of the Applicant) to
attend, speak and vote at the shareholders` scheme meeting in the place of
such certificated scheme member or dematerialised own name scheme member. A
form of proxy (green) for this purpose, for completion by certificated
scheme members and dematerialised own name scheme members only, is included
in the circular, which was posted to the linked unitholders of the
Applicant at their addresses as recorded in the register of certificated
linked unitholders and the sub-register of holders of dematerialised linked
units of the Applicant with "own name" registration as at the close of
business on the date being not more than four business days before the date
of such posting. If more than one person is appointed on a single form of
proxy, 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 appear in the Applicant`s register or sub-register, as the case may
be, of linked unitholders) who tenders a vote (whether in person or by
proxy) will be accepted to the exclusion of the vote(s) of the other joint
certificated scheme member(s) or joint dematerialised own name scheme
member(s).
6. Properly completed forms of proxy (green) must be lodged with or posted to
the transfer secretaries of the Applicant, Link Market Services South
Africa (Proprietary) Limited, 16th Floor, 11 Diagonal Street, Johannesburg,
2001 (PO Box 4844, Johannesburg, 2000) or sent by fax to 086 674 2450 to be
received by them by no later than 14:00 on Thursday, 24 February 2011, or
handed to the Chairman of the shareholders` scheme meeting no later than
ten minutes before the shareholders` scheme meeting or any postponed or
adjourned shareholders` scheme meeting is due to commence or recommence.
Notwithstanding the aforegoing, the Chairman of the shareholders` scheme
meeting may approve in his discretion the use of any other form of proxy.
7. Each person who holds a beneficial interest in dematerialised linked units
in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at
the shareholders` scheme meeting or any postponed or adjourned
shareholders` scheme meeting only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and
vote at the shareholders` scheme meeting or any postponed or adjourned
shareholders` 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 to do so. Should any dematerialised scheme member not wish
to attend the shareholders` scheme meeting or any postponed or adjourned
shareholders` scheme meeting in person, such dematerialised scheme member
should timeously provide his/her CSDP or broker with his/her voting
instructions in order for his/her CSDP or broker to vote in accordance with
his/her instruction at the shareholders` scheme meeting or any postponed or
adjourned shareholders` scheme meeting. The CSDP or broker will then
provide the transfer secretaries of the Applicant with a proxy form (green)
in respect of such individual dematerialised scheme members` instructions.
8. The Order of Court convening the shareholders` scheme meeting requires the
Chairman to report on the shareholders` scheme meeting to the Court at
10:00, or as soon thereafter as counsel may be heard, on Tuesday, 8 March
2011. During normal business hours in the week preceding that date a free
copy of the Chairman`s report to the Court will be available to any scheme
member at the Chairman`s office and the Applicant`s registered office
referred to in paragraph 4.
Mervyn Taback
Chairman of the shareholders` scheme meeting
Date: 3 February 2011
Attorneys for Applicant
Deneys Reitz Inc.
(Registration number 1984/003385/21)
15 Alice Lane
Sandton, 2196
(PO Box 784903, Sandton, 2146)
Telephone number +27 11 685 8500
Facsimile number +27 11 301 3389
(Ref: Mr A G S Dixon)
Date: 03/02/2011 15:59:01 Produced by the JSE SENS Department.
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