| Wed 12 Mar 2008, 9:00 | | MTE - Marshall Monteagle Holdings Societe Anonyme |
|
MTE
MTE
MTE - Marshall Monteagle Holdings Societe Anonyme - Notice of annual general
meeting
Marshall Monteagle Holdings Societe Anonyme
(Incorporated in Luxembourg - RC Luxembourg No. B 19600)
JSE CODE: MTE ISIN Code: LU0035797272
("Monteagle")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the twenty-fifth Annual General Meeting of
Marshall Monteagle Holdings Societe Anonyme ("the Company") will be held at
its registered office at 6 rue Adolphe Fischer, L-1520, Luxembourg on Friday
28th March 2008 at 4.00 p.m. for the following purposes:
1 To receive and adopt the reports of the Directors, Independent Auditors
and Statutory Auditors for the year ended 30th September 2007.
2 To receive and adopt the Balance Sheet of the Company at 30th
September 2007 and the Income Statement for the year ended on that date.
3 To receive and adopt the Consolidated Balance Sheet of the Group at
30th September 2007 and the Consolidated Income Statement for the year
ended on that date.
4 To consider and approve an appropriation of profits.
5 To grant discharge to the Directors, Independent Auditors and Statutory
Auditors, in respect of the execution of their mandates to 28th March 2008.
6 To receive and act on the statutory nomination of the Directors,
Independent Auditors and Statutory Auditors for a new term expiring at the
conclusion of the next annual general meeting to be held in 2009.
Special Business
7 To give, in terms of the Law of 10 August 1915 on commercial companies,
as amended, and the Listings Requirements of the JSE Limited, the Board of
Directors of the Company general authority to issue ordinary shares of
US$1.50 each for cash as and when suitable situations arise, subject to the
following limitations:
- that this authority shall not extend beyond 15 (fifteen) months from the
date of this annual general meeting and is renewable at the next annual
general meeting;
- that issues in the aggregate in any one year may not exceed 15% of the
number of shares of that class of the Company`s issued share capital,
including instruments which are compulsorily convertible into shares of
that class provided further that such issues shall not in aggregate in
any three-year period exceed 15% of the Company`s issued share capital
of that class, including instruments which are compulsorily convertible
into shares of that class; and; and
- that in determining the price at which an issue of shares will be made
in terms of this authority, the maximum discount permitted will be 10%
of the weighted average traded price of the shares in question, as
determined over the 30 days prior to the date that the price of the
issue is determined or agreed by the Board of Directors.
8 To approve the issue from time to time by the Board, in accordance with
Article 7.1 of the Articles, of up to 1,600,000 ordinary shares (with a par
value of US$1.50 per share) in the share capital of the Company to the
shareholders of Merchant and Industrial Properties Limited ("MIP") in
exchange for shares in MIP on the basis of a swap ratio and record date to
be:
- determined by the Board in reliance of a fair and reasonable report
at the time of the relevant issue;
- approved by the JSE Limited ("JSE"); and
- published by the Company 21 calendar days prior to the relevant
issue,
which shares will be issued at a share premium per share to be
determined by reference to the average JSE trading price over the
10 trading days preceding the date of the issue of the shares and
in accordance with an independent valuation report prepared by the
Independent and Statutory Auditor of the Company, provided that
this resolution shall only be passed if 75 per cent. or more of the
members voting in person or proxy vote in favour of the resolution
and that this authority shall lapse 15 months from the date of
approval.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
6 rue Adolphe Fischer,
Luxembourg.
12 March 2008
Notes:
1. Resolutions 1, 2, 3, 4, 5, 6 and 8 will be validly adopted without
any quorum requirements by a majority of the issued shares present
or represented at the meeting.
2. Resolution 7 will be validly adopted if the quorum of half of the
issued shares is present or represented at the meeting and if a
majority of 75 per cent of the present or represented issued shares
vote in favour of this resolution. Should resolution 10 be validly
adopted, the following requirements shall be applicable: (a) upon an
issue of ordinary shares in the Company for cash which, on a cumulative
basis within a financial year, amounts to 5 per cent or more of the
number of shares of the same class in issue, prior to that issue, the
Company shall be obliged to publish an announcement containing the full
details of the issue, including the effect of the issue on the net asset
value and earnings per share; (b) the shares must be of a class already
in issue; and (c) the shares must be issued to public shareholders
(as defined in the JSE Limited`s Listings Requirements).
3. A proxy form is enclosed with the Annual Financial Statements mailed to
shareholders on Friday, 7 March 2008. You are requested to complete and
return the form of proxy whether or not you intend to attend the Annual
General Meeting.
4. In terms of Article 24.4 of the Company`s Articles of Incorporation,
a shareholder may appoint a proxy who need not be a shareholder of
the Company. Any company being a shareholder of the Company may execute
a form of proxy under the hand of a duly authorised officer.
5. To be effective, the form of proxy, duly completed, must arrive at
the registered office of the Company not less than forty-eight hours
before the time fixed for the meeting. Proxies sent to the office of a
transfer agent for forwarding to the Company, at shareholders` risk,
must be received by the transfer agent not less than seven days before
the meeting.
CHANGE OF ADDRESS
Shareholders are requested to advise the European transfer agents,
Capita Registrars, or the South African transfer agents,
Computershare Investor Services (Pty.) Limited of any change of address.
The addresses of the Transfer Agents can be found on page 3 of the Annual
Financial Statements.
Johannesburg
12 March 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 12/03/2008 09:00:04 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
