| Thu 23 Aug 2001, 0:00 | | Gundle: Notice Of Scheme Meeting |
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NOTICE OF SCHEME MEETING
In the high court of south africa Case number: 2001/17267
(Witwatersrand Local Division)
In the matter of the ex parte application of:
GUNDLE LIMITED Applicant
(Registration number 1942/015274/06)
Notice is given in terms of an Order of Court dated Tuesday 21 August
2001 in the above matter that the High Court of South Africa (Witwatersrand
Local Division) has ordered in accordance with the provisions of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), that
the following meeting ("the scheme meeting") be convened under the
chairmanship of Kevin Richard Cron or failing him an independent attorney or
advocate nominated by Fluxman Rabinowitz-Raphaely Weiner Inc., attorneys of
Johannesburg, for that purpose.
In terms of the Order of Court, a meeting of members of the Applicant,
other than Winhold Limited ("Winhold"), will be held at 15:30 on Monday 17
September 2001 in the boardroom, Linton Jones Street, Industries East,
Germiston 1401, for the purpose of considering and, if deemed fit, approving
with or without modification, the scheme of arrangement ("the scheme")
proposed by Winhold between the Applicant and the scheme members, as defined
in the scheme document.
The scheme is subject to the conditions precedent stated therein, one of
such conditions being its sanction by the High Court of South Africa
(Witwatersrand Local Division).
The basic characteristic of the scheme is that, upon implementation,
Winhold will acquire all the shares in the Applicant held by the scheme
participants in terms of the scheme, who are registered as members on the
record date, which is expected to be Friday, 12 October 2001 ("the record
date"). In consideration for their shares in the Applicant, members of the
Applicant will receive 278,291612 shares in Winhold for every 100 shares
held in the Applicant. Such consideration will be made available from the
first business day following such record date, which date of availability is
expected to be Monday, 15 October 2001.
A copy of the explanatory statement in terms of section 312 of the Act,
explaining and incorporating the scheme, this notice as well as the Order of
Court summoning a scheme meeting are included in the document of which this
notice forms part and copies may, on request by any scheme member during
normal working hours, at any time prior to the scheme meeting, be inspected
at or obtained free of charge from the registered office of the Applicant at
Linton Jones Street, Industries East, Germiston 1401.
Each scheme member registered as such at the close of business on Friday
14 September 2001 may attend, speak and vote in person at the scheme meeting
or may appoint any other person or persons (who need not be members of the
Applicant) as a proxy to attend, speak and vote at the scheme meeting in
such scheme member's place. A form of proxy for this purpose 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.
Where there are joint holders of ordinary shares any one of such persons
may vote at the scheme meeting in respect of such shares as if he was solely
entitled thereto, but if more than one of such joint holders be present or
represented at the scheme meeting, that one of the said persons whose name
stands first in the register in respect of such shares and his proxy, as the
case may be, shall alone be entitled to vote in respect thereof.
Properly completed forms of proxy must be lodged at the office of the
transfer secretaries of the Applicant, Mercantile Registrars Limited, 8th
Floor, 11 Diagonal Street, Johannesburg 2001 (or posted to PO Box 1053,
Johannesburg 2000), to be received by not later than 15:30 on Friday 14
September 2001 or may be handed to the Chairperson of the scheme meeting not
later than 10 (ten) minutes before the scheme meeting is due to commence.
Notwithstanding the aforegoing, the Chairperson of the scheme meeting may
approve in the Chairperson's discretion the use of any other form of proxy.
In terms of the Order of Court dated Tuesday 21 August 2001, the
Chairperson of the scheme meeting will report the results thereof to the
above Honourable Court at 10:00 on Tuesday 25 September 2001 or so soon
thereafter as Counsel may be heard. A copy of the Chairperson's report to
the Court will be available (free of charge) to any scheme member at the
registered office of the Applicant during normal business hours at least 1
(one) week before the date fixed by the Court for the Chairperson to report
back to it.
Kevin Richard Cron
Chairman of the scheme meeting
Fluxman Rabinowitz-Raphaely Weiner Inc.
Attorneys to the scheme
4th Floor
Allianz House
33 Baker Street
Rosebank
Johannesburg 2196
(Private Bag X41, Saxonwold 2132)
Docex 54, Johannesburg.
Ref: S Slom
Telephone: (011) 328-1700
Telefax: (011) 880-2261
24 August 2001
