| Mon 7 May 2001, 0:00 | | Lenco Holdings Limited - Notice Of Scheme Meeting |
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IN THE HIGH COURT OF SOUTH AFRICA
(Cape of Good Hope Provincial Division)
Case No. 2940/2001
In the ex parte application of
LENCO HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 05/21962/06
Notice is hereby given that, in terms of an Order dated Tuesday 24 April 2001,
the High Court of South Africa (Cape of Good Hope Provincial Division) has
ordered that a meeting ("the scheme meeting") of the members of the Applicant
("the scheme members"), to be chaired by Cecil Gelbart or, failing him, any
other independent attorney or advocate of this Honourable Court nominated for
that purpose by the firm of Sonnenberg Hoffman Galombik Inc., be convened at
the registered offices of the Applicant, 2nd Floor Slade House, Boundary
Terraces, Mariendahl Lane, Newlands, 7700, on Monday 28 May 2001 at 11:30 for
the purpose of considering and if deemed fit approving, with or without
modification, a scheme of arrangement ("the scheme") proposed by Lenco
(Proprietary) Limited between the Applicant and the scheme members.
The scheme is subject to the fulfilment of the conditions stated therein and
the sanction of the above Honourable Court.
The basic characteristic of the scheme is that upon implementation, the
Applicant will become a wholly-owned subsidiary of Lenco (Proprietary) Limited,
and the Applicant's shareholders will receive 15 cents in cash for every Lenco
share held by them on the record date which is expected to be Friday 15 June
2001.
Each scheme member may attend, speak and vote in person at the scheme meeting,
or may appoint one or more proxies (who need not be members of the Applicant)
to attend, speak and vote at the scheme meeting in the place of such scheme
member. A form of proxy (blue) for this purpose is included in the document of
which this notice forms part and may be obtained from the Applicant at the
above address. The person whose name stands first on the form of proxy and who
is present at the scheme meeting will be entitled to act as proxy to the
exclusion of those whose names follow.
Properly completed forms of proxy must be lodged at the offices of the transfer
secretaries of the Applicant, Computershare Services Limited, 2nd Floor, Edura
House, 41 Fox Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to
be received by not later than 11:30 on Friday 25 May 2001 or may be handed to
the chairperson of the scheme meeting not later than ten minutes before the
scheme meeting is due to commence.
Notwithstanding the aforegoing, the chairperson of the scheme meeting may
approve in his discretion the use of any other form of proxy.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting must report the results thereof to the above Honourable Court on
Tuesday 12 June 2001 at 10:00 or so soon thereafter as Counsel may be heard. A
copy of the Chairperson's report to the Court will be available to any Scheme
Member, free of charge, at the registered office of the Applicant, 2nd Floor,
Slade House, Boundary Terraces, Mariendahl Lane, Newlands, 7700 or from the
Chairman c/o Sonnenberg Hoffman Galombik Inc, Norwich on St George's, 9 St
George's Mall, Cape Town, 8001 during normal business hours from Friday 1 June
2001 until Friday 8 June 2001, both days inclusive.
Copies of the explanatory statement explaining the scheme in terms of section
312(1) of the Companies Act, 1973, as amended, the scheme, this notice, the
form of proxy for use at the scheme meeting, the form of surrender and the
Order of Court summoning the scheme meeting are included in the document of
which this notice forms part and may be inspected at the aforementioned
registered office of the Applicant during normal business hours up to and
including Monday 28 May 2001.
Copies of the aforementioned documents may be obtained from the Applicant on
request, free of charge, at the aforementioned registered office of the
Applicant during normal business hours up to and including Monday 28 May 2001.
Cecil Gelbart
Chairperson of the scheme meeting
24 April 2001
Bernadt Vukic Potash & Getz
10th Floor
1 Thibault Square
CAPE TOWN
(Ref: K Getz/ R Patrick)
Telephone: 021-421-4950
