| Thu 29 Mar 2012, 17:15 | | FCPD - Foord - Notice of Annual General Meeting of Debenture Holders |
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JSE FCPD
FCPD
FCPD - Foord - 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 Compass Limited will be held at 12h00 on Thursday, 19 April 2012, 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 LISTED DEBENTURES
"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 listed debentures, 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, 2008 (Act 71 of 2008), 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 listed debentures 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 listed debentures 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 listed debentures for the
five business days immediately preceding the date on which the
transaction was effected (should the company`s listed debentures have
not traded in such five business day period, the JSE will be consulted
for a ruling), provided further that repurchases may not be made at a
price which exceeds the most recently calculated net attributable
asset value per debenture;
* 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 listed debentures 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 listed debentures until the company`s sponsor has confirmed the
adequacy of the company`s working capital for the purpose of
undertaking a repurchase of listed debentures in writing to the JSE.
Furthermore, the directors of the company shall not make any repurchases under
this general authority unless they 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 the decision to enter into the market to proceed with the
repurchase:
* 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 listed debentures,
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 Wednesday, 18 April 2012.
BY ORDER OF THE BOARD
L Grevler
Secretary
Cape Town
29 March 2012
Sponsor:
One Capital
Date: 29/03/2012 17:15:30 Produced by the JSE SENS Department.
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