| Fri 1 Jun 2001, 0:00 | | Toyota Sa Ltd - Notice Of Scheme Meeting |
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NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case No: 2001/12219
(Witwatersrand Local Division)
In the matter of the ex parte application of:
TOYOTA SOUTH AFRICA LIMITED Applicant
(Registration No. 1946/020429/06)
NOTICE IS HEREBY GIVEN that, in terms of an order of Court dated Tuesday, 29
May 2001, the High Court of South Africa (Witwatersrand Local Division) has
ordered that a meeting ("scheme meeting") of the shareholders of the
Applicant, other than Wesco Investments Limited, Toyota Motor Corporation of
Japan, Alpha Institute (Proprietary) Limited, Contax Investments
(Proprietary) Limited and SA Trust and Finance Company Limited ("scheme
members") be held under the chairmanship of Mr Mervyn Taback, or failing
him, any other independent attorney or advocate nominated for that purpose
by the firm of Webber Wentzel Bowens, at 10:15 on Thursday, 28 June 2001 in
the Auditorium, Toyota Building, Stand 1, Wesco Park, Old Pretoria Road,
Sandton (or so soon thereafter as the general meeting of the Applicant
convened to be held at 10:00 on the same date at the same venue shall have
been concluded) or at any adjournment of that meeting for the purpose of
considering and, if deemed fit agreeing, with or without modification, to a
scheme of arrangement ("the scheme") between the Applicant and its
shareholders other than Wesco Investments Limited and Toyota Motor
Corporation of Japan ("scheme participants"); provided that the scheme
meeting shall not be entitled to agree to any modification of the scheme
which has the effect of diminishing the rights to accrue in terms thereof to
scheme participants.
The scheme is subject to fulfilment of the conditions precedent stated
therein and the sanction of the above Honourable Court.
The essence of the scheme is that, upon implementation, Wesco Investments
Limited and Toyota Motor Corporation of Japan will become the owners of the
entire issued share capital of the Applicant. Scheme participants will
receive R46 in cash in South Africa rand per share for every share in the
Applicant held by scheme participants.
Each scheme member may attend, speak and vote or abstain from voting in
person at the scheme meeting, or may appoint one or more proxies (none of
whom need be members of the Applicant) to attend, speak and vote or abstain
from voting at the scheme meeting in the place of such scheme member. A form
of proxy for this purpose is included in the document of which this notice
is attached and forms part. If more than one proxy is appointed on a single
form of proxy, then only one of those proxies (in order of appointment) will
be entitled to exercise that proxy. In the case of joint shareholders, the
vote of the senior shareholder (for which purpose seniority will be
determined by the order in which the names of the joint shareholders stand
in the Applicant's register of members) who tenders a vote (whether in
person or by proxy) will be accepted to the exclusion of the vote of the
other joint shareholder(s).
Properly completed forms of proxy must be lodged with the transfer
secretaries of the Applicant, Mercantile Registrars Limited, 7th Floor, 11
Diagonal Street, Johannesburg, 2001 (PO Box 1053, Johannesburg, 2000) to be
received by not later than 10:15 on Wednesday, 27 June 2001 (or 24 hours
before any adjourned scheme meeting) or handed to the chairman of the scheme
meeting not later than 10 minutes before the scheduled time for the
commencement of the scheme meeting (or any adjournment thereof).
Notwithstanding the foregoing, the chairman 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 chairman of the scheme
meeting must report the results thereof to the above Honourable Court on
Tuesday, 10 July 2001 at 10:00 or so soon thereafter as Counsel may be
heard. A copy of the chairman's report to the Court will be available to any
scheme member free of charge at the registered office of the Applicant,
during normal business hours from Tuesday, 3 July 2001 until Tuesday, 10
July 2001, both days inclusive.
Copies of this notice, the form of proxy to be used at the scheme meeting,
the scheme, the explanatory statement in terms of section 312 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"),
explaining the scheme and the Order of Court summoning the scheme meeting,
may be inspected, during normal business hours, up to and including
Thursday, 28 June 2001 at the registered office of the Applicant, Toyota
Building, Stand 1, Wesco Park, Old Pretoria Road, Sandton, 2196.
Copies of this notice, the form of proxy to be used, the scheme, the
explanatory statement in terms of section 312 of the Companies Act, and the
Order of Court may be obtained on request, free of charge, during normal
business hours from the registered office of the Applicant, Toyota Building,
Stand 1, Wesco Park, Old Pretoria Road, Sandton, 2196.
Mervyn Taback
Chairman of Scheme Meeting
Webber Wentzel Bowens
10 Fricker Road
Illovo Boulevard
Johannesburg, 2001
(PO Box 61771, Marshalltown, 2107)
Telephone: (011) 530-5000
Ref: B A Cleaver/J C Els
29 May 2001
