| Thu 13 Sep 2001, 0:00 | | National Chick Limited - Notice Of Scheme Meeting |
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Share code: NCX
ISIN code : ZAE000010591
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case No: 3029/2001
(Natal Provincial Division)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case No: 3029/2001
(Natal Provincial Division)
In the matter of the ex parte application of:
NATIONAL CHICK LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1980/008743/06)
Notice is hereby given that, in terms of an Order dated 11 September 2001,
the High Court of South Africa (Natal Provincial Division) has ordered that
a meeting ("the scheme meeting") of the shareholders of the Applicant, other
than Astral Foods Limited ("Astral") ("the scheme members"), to be chaired
by David Lionel Levin or, failing him, any other independent person
nominated for that purpose by the firm of Garlicke & Bousfield Inc, be
convened at the registered office of the Applicant, Deverton Estates,
District Road D234, Umlaas Road, KwaZulu-Natal, at 11:00 on Thursday 4
October 2001 for the purpose of considering and if deemed fit agreeing, with
or without modification, to a scheme of arrangement ("the scheme") proposed
by Astral 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,
National Chick Limited ("Natchix") will effectively become a wholly-owned
subsidiary of Astral, and scheme members will, after the scheme becomes
operative, receive 200 cents in cash for every Natchix share held by them on
the record date which record date is expected to be Friday 26 October 2001.
In addition, if a dividend is declared in respect of the Applicant's
financial year ending on 30 September 2001, scheme members registered as
such on the record date for the scheme will be entitled to such dividend
notwithstanding that they may not be registered as shareholders of the
Applicant on the last day to register for the dividend.
Each scheme member who holds certificated shares may attend, speak and vote
in person at the scheme meeting, or may appoint one or more proxies (who
need not be shareholders of the Applicant) to attend, speak and vote at the
scheme meeting in the place of such scheme member. A form of proxy for this
purpose is included in the circular to shareholders and may be obtained from
the registered office of 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,
Edura, 41 Fox Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107),
to be received by not later than 11:00 on 3 October 2001, or may be handed
to the chairman of the scheme meeting not later than 10 minutes before the
scheme meeting is due to commence. Notwithstanding the aforegoing, the
chairman of the scheme meeting may approve in his discretion the use of any
other form of proxy.
Each scheme member who holds dematerialised shares should contact his or her
Central Securities Depository Participants ("CSDP") to authorise the scheme
member to attend the scheme meeting in person, or issue to the CSDP that
shareholder's instructions as to the voting of his/her shares at the scheme
meeting.
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 15
October 2001 at 09:30 or so soon thereafter as Counsel may be heard. A copy
of the chairman's report to the Court will be available on request to any
scheme member free of charge at the registered office of the Applicant,
Deverton Estates, District Road D234, Umlaas Road, KwaZulu-Natal, during
normal business hours from Friday 5 October 2001 until Monday 15 October
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 by holders of certificated shares at the
scheme meeting, the form of acceptance and surrender and the Order of Court
summoning the scheme meeting are included in the document posted to
shareholders on 12 September 2001 and may be inspected at the aforementioned
registered office of the Applicant during normal business hours up to and
including the day the scheme is implemented. Copies of such 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 the day the scheme is implemented.
David Lionel Levin
Chairperson of the scheme meeting
12 September 2001
Garlicke & Bousfield Inc
23rd Floor, Durban Bay House
333 Smith Street
Durban, 4001
(PO Box 223, Durban, 4000)
(Ref: Mr D J Vinnicombe/S Ramluckan)
c/o Venn Nemeth & Hart Inc
281 Pietermaritz Street
Pietermaritzburg
(Ref: D Schaupp)
