| Tue 29 Mar 2011, 10:24 | | 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 Tuesday, 19 April 2011, 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 JSE
Limited ("JSE") Listings Requirements ("Listings Requirements"), 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, 18 April 2011.
BY ORDER OF THE BOARD
PE Cluer
Secretary
Cape Town
29 March 2011
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 29/03/2011 10:24:01 Produced by the JSE SENS Department.
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