| Wed 14 Mar 2001, 0:00 | | Axiam - Announcement And Notice Of General Meeting |
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AXIAM HOLDINGS LIMITED
(formerly TBB Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/020853/06)
("Axiam")
ANNOUNCEMENT AND NOTICE OF GENERAL MEETING
ANNOUNCEMENT
At the annual general meeting of Axiam held on 16 January 2001, PSG Investment
Bank Holdings Limited ("PSGBH") was requested by shareholders of Axiam to
initiate investigations into the reasons for the dramatic and substantial loss
of shareholder value in Axiam following the latter's listing on the JSE
Securities Exchange South Africa in March 1998.
Pursuant to the investigations, PSGBH has, inter alia, procured the
commencement of sequestration proceedings against The Business Bank Share
Incentive Trust ("the trust"), as it appears that the trust may have been
involved in a number of irregular transactions outside its scope and purpose,
resulting in significant losses to Axiam and its former subsidiary, The
Business Bank Limited.
It is anticipated that an enquiry, which will be instituted following the
sequestration of the trust, may produce factual evidence to enable Axiam to
initiate proceedings to recover such losses or portions thereof from parties
involved in irregular transactions with the trust.
Axiam has also instructed its legal advisers to commence appropriate legal
proceedings for the recovery of damages arising out of transactions entered
into by Axiam, which appear to have been conducted recklessly and/or
negligently.
PSGBH, the controlling shareholder of Axiam, has resolved that the affairs of
the company ought to be investigated in terms of section 258(1) of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), and the necessary
authority be obtained by way of a special resolution for such investigation to
be undertaken by one or more inspectors appointed by the Minister of Trade and
Industries.
A notice convening a general meeting of Axiam shareholders to be held on
Friday, 23 March 2001 to consider and, if deemed fit, to pass the special
resolution is set out below. PSGBH, the holder of 97,7% of Axiam's share
capital has, in terms of sections 186(2) and 199(3) of the Act, consented to a
shortened notice period for the general meeting.
Shareholders will be kept informed of developments in regard to the above.
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that a general meeting of shareholders of Axiam Holdings
Limited will be held in the boardroom of PSG Investment Bank Limited, 3rd
Floor, 160 Jan Smuts Avenue, Rosebank, Johannesburg at 10:00 on Friday, 23
March 2001 for the purpose of approving and, if deemed fit, passing with or
without modification, the special resolution set out below.
As a special resolution
Resolved that the affairs of the company ought to be investigated in terms of
section 258(1) of the Companies Act, 1973 (Act 61 of 1973), as amended, and the
directors of the company be and are hereby instructed to request the Minister
of Trade and Industries to appoint one or more inspectors to investigate the
affairs of the company and its subsidiaries and to report thereon in such
manner as he may direct.
The reason for and effect of the special resolution is to obtain the authority
in terms of section 258(1) of the Companies Act, 1973 (Act 61 of 1973), as
amended, for the Minister of Trade and Industries to appoint one or more
inspectors to investigate the affairs of the company and its subsidiaries and
report thereon in such manner as he may direct.
Voting
PSG Investment Bank Holdings Limited, which owns 97,7% of the issued shares of
the company, has undertaken to vote in favour of the resolution.
Shareholders entitled to attend and vote at the general meeting may appoint one
or more proxies to attend, speak and vote thereat in their stead. A proxy need
not be a member of the company. A form of proxy, in which are set out the
relevant instructions for its completion, for the use of a shareholder who
wishes to be represented at the general meeting will be despatched to all
shareholders today together with a copy of this notice. Completion of a form
of proxy will not preclude such shareholder from attending and voting (in
preference to that shareholder's proxy) at the general meeting.
This notice of general meeting, including a proxy form, will be posted to
shareholders today.
Forms of proxy must be lodged with or posted to the company's transfer
secretaries, Computershare Services Limited, 2nd Floor, Edura House, 41 Fox
Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107) to be received by
no later than 10:00 on Thursday, 22 March 2001.
On a poll ordinary shareholders will have one vote in respect of each share
held.
By order of the board
Nathiera Abdullah
Secretary
Rondebosch
14 March 2001
