| Fri 24 May 2002, 0:00 | | Natural Health Holdings Limited - Notice Of Scheme |
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Natural Health Holdings Limited - Notice of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 13391/2002
(Transvaal Provincial Division)
21 May 2002
Before the Honourable Mr Justice van der Merwe
In the ex parte application of:
NATURAL HEALTH HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1998/007365/06)
("NHH")
Under the authority of an Order of the High Court of South Africa (Transvaal
Provincial Division) ("the court")
issued in the above matter on Tuesday, 21 May 2002 and pursuant thereto this
notice serves to convene a meeting ("the scheme meeting") of ordinary
shareholders of NHH (other than Cabot Janus Private Equity 1 Limited ("Cabot
Janus"), RSA Holdings Limited ("RSA Holdings") Trevor Neville Wall and The
Trevor Wall Family Trust) registered as such at the close of business on
Thursday, 13 June 2002.
The scheme meeting will be held at the registered office of NHH, Natural
Health Place, Howick Mews, Waterfall Park, Midrand, at 09h00 (South African
local time) on Tuesday, 18 June 2002. Derek Henry Rabin (or failing him,
such other advocate or independent attorney nominated by Friedland Hart
Incorporated) has been appointed by the court as Chairperson. The
Chairperson`s office is at 9 Fricker Road, Illovo Boulevard, Illovo,
Johannesburg.
The purpose of the scheme meeting is to consider and, if deemed fit, to
approve (with or without modification) a scheme of arrangement ("the
scheme") proposed by Nutri Global Limited ("Nutri Global") between NHH and
its ordinary shareholders, other than Cabot Janus, RSA Holdings, Trevor
Neville Wall and The Trevor Wall Family Trust.
The basic characteristic of the scheme is that, subject to the fulfilment of
conditions precedent of the scheme, NHH will become a subsidiary of Nutri
Global. Nutri Global will, accordingly, become the owner of all the issued
ordinary shares in NHH`s capital not held by Cabot Janus, RSA Holdings,
Trevor Neville Wall and The Trevor Wall Family Trust. In terms of the
scheme, the scheme participants (shareholders other than Cabot Janus, RSA
Holdings, Trevor Neville Wall and The Trevor Wall Family Trust), registered
as such on the record date of the scheme and who are entitled to receive the
scheme consideration will receive a cash consideration of 25 cents in
exchange for each one ordinary share of 1 cent each in the Applicant which
they hold on the record date and, if the operative date of the scheme has
not occurred by 31 July 2002, interest thereon at the prescribed rate (being
the published interest rate per annum offered by First National Bank Limited
in respect of amounts deposited with that bank on overnight call), from and
including 31 July 2002, to the operative date.
Copies of the scheme, the explanatory statement in terms of section 312(1)
of the Companies Act, 1973 (Act 61 of 1973), as amended, explaining the
scheme, the notice convening the scheme meeting, the form of proxy and the
order of court convening the scheme meeting are included in a circular which
has been sent to shareholders of NHH and may, upon request by any of NHH
shareholders, be inspected during normal business hours at Natural Health
Place, Howick Mews, Waterfall Park, Midrand, 1685. Copies of the circular
may in addition be obtained free of charge at the abovementioned address.
Each ordinary shareholder (other than Cabot Janus, RSA Holdings, Trevor
Neville Wall and The Trevor Wall Family Trust) registered as such on the
close of business on Thursday, 13 June 2002 may attend, speak and vote in
person at the scheme meeting, or may appoint any other person or persons
(who need not be a scheme member) as a proxy or proxies to attend, speak and
vote at the scheme meeting in the place of such scheme member. The necessary
form of proxy (pink) (for completion by certificated scheme members only) is
included in the circular which has been sent to shareholders. Additional
forms can be obtained on request from the address set out above.
Beneficial owners of dematerialised shares (other than Cabot Janus, RSA
Holdings, Trevor Neville Wall and The Trevor Wall Family Trust) on Thursday,
13 June 2002 ("dematerialised scheme member") who wish to speak and vote in
person at the scheme meeting must inform their Central Securities Depository
Participant ("CSDP") or broker timeously of their intention to attend and
vote at the scheme meeting or be represented by proxy thereat in order for
their CSDP or broker to issue them with the necessary authorisation to do so
or provide their CSDP or Broker timeously with their voting instruction
should they not wish to attend the scheme meeting in person in order for the
CSDP or broker to vote in accordance with their instruction at the scheme
meeting. (This must be done in terms of the agreement entered into between
such beneficial owner and its CSDP or broker.) The CSDP or broker will then
provide the transfer secretaries of the Applicant with the proxy instruction
in terms of each individual dematerialised scheme member`s instruction.
Each duly completed and signed form of proxy must be lodged with or posted
to Computershare Investor Services Limited, 10th Floor, 11 Diagonal Street,
Johannesburg, 2001 (PO Box 1053, Johannesburg 2000) so as to be received by
no later than 09h00 on Friday, 14 June 2002 or 24 (twenty four) hours before
any adjourned scheme meeting, or it may be handed to the Chairperson of the
scheme meeting up to 10 (ten) minutes before commencement of the scheme
meeting or the recommencement if adjourned.
The order of court requires the Chairperson to report on the scheme meeting
to the court at 10h00 or as soon thereafter as Counsel may be heard on
Tuesday, 25 June 2002. A copy of the Chairperson`s report to the court can
be obtained during normal business hours, free of charge, by any of NHH`s
shareholders at NHH`s abovementioned address from 18 June 2002 to 25 June
2002 (or in respect of any adjourned meeting during the week preceding the
report back date after such adjourned meeting).
Where there are joint holders of NHH ordinary shares, any one of such
persons may vote at the scheme meeting in respect of such ordinary shares as
if such person was solely entitled thereto, but if more than one of such
joint holders are present or represented at the scheme meeting then the
person whose name stands first in the register in respect of such ordinary
shares or his proxy, as the case may be, shall alone be entitled to vote in
respect thereof as if such person were the sole holder of such ordinary
shares.
Derek Henry Rabin
Chairperson of the scheme meeting
Edward Nathan & Friedland (Proprietary) Limited
Corporate law advisers and consultants
4th Floor
The Forum
Maude Street
Sandton, 2196
PO Box 783347, Sandton, 2146
Telephone: (011) 269 7600
Telefax: (011) 269 7899
Date: 24/05/2002 07:02:20 AM Produced by the SENS Department
Natural Health Holdings Limited - Order Of Court
IN THE HIGH COURT OF SOUTH AFRICA Case number 13391/2002
(Transvaal Provincial Division)
PRETORIA, the 21st day of May 2002
Before the Honourable Mr Justice van der Merwe
In the ex parte application of:
NATURAL HEALTH HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1998/007365/06)
("NHH")
Upon the motion of Counsel for the Applicant and upon reading the notice of
motion and other documentation filed of record -
It is ordered that:
1. A meeting ("the scheme meeting") be convened in terms of section 311(1)
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"), of the
ordinary shareholders of the Applicant registered as such at the close of
business on Thursday, 13 June 2002, (other than Cabot Janus Private Equity 1
Limited ("Cabot Janus"), RSA Holdings Limited ("RSA Holdings"), Trevor
Neville Wall and The Trevor Wall Family Trust) by the Chairperson ("the
Chairperson") mentioned in paragraph 2 of this Order of Court ("this
Order"), to be held at the registered office of NHH, Natural Health Place,
Howick Mews, Waterfall Park, Midrand, at 09h00 (South African local time) on
Tuesday, 18 June 2002 for the purpose of considering and, if deemed fit,
approving with or without modification, the scheme of arrangement proposed
by Nutri Global Limited ("Nutri Global") between the Applicant and its
ordinary shareholders (other than Cabot Janus, RSA Holdings, Trevor Neville
Wall and The Trevor Wall Family Trust) registered as such on the record date
which is expected to be the close of business on Friday, 12 July 2002 ("the
scheme participants") substantially in the form of the scheme of arrangement
attached to the papers before this Court ("the scheme").
2. Derek Henry Rabin, (or failing him, such other advocate or independent
attorney nominated by Friedland Hart Incorporated) is hereby appointed as
the Chairperson of the scheme meeting.
3. The Chairperson is authorised to -
3.1 convene the scheme meeting;
3.2 appoint scrutineers for the purpose of the scheme meeting or any
adjournment thereof;
3.3 adjourn the scheme meeting from time to time if he considers it
necessary or desirable to do so;
3.4 determine the procedures to be followed at the scheme meeting and any
adjournment thereof (including the procedure regarding proxy forms which
have been or may be submitted);
3.5 determine whether any form of proxy submitted for use at the scheme
meeting or any adjournment thereof should be accepted or not; and
3.6 accept the proxy forms handed to the Chairperson by not later than 10
(ten) minutes before the meeting or any adjournment thereof, is due to
commence.
4. The Chairperson shall cause this Order and a notice convening the scheme
meeting (substantially in the form of the notice attached to the papers
before this Court) to be published once in each of the Business Day, Beeld
and the Government Gazette at least 2 (two) weeks prior to the date of the
scheme meeting.
Such notice shall state -
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened pursuant to and in terms of
this Order to consider and, if deemed fit, approve the scheme, with or
without modification;
4.3 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Act and the other documents referred to in
paragraph 5 of this Order may be inspected during normal business hours at
any time prior to the scheme meeting at the registered office of the
Applicant at Natural Health Place, Howick Mews, Waterfall Park, Midrand; and
4.4 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Act and the other documents referred to in
paragraph 5 of this Order may be obtained from the Applicant free of charge
at any time prior to the scheme meeting, upon request by any shareholder, at
the Applicant`s registered office referred to in paragraph 4.3 of this
Order.
5. A copy of:
5.1 the notice convening the scheme meeting;
5.2 the explanatory statement in terms of section 312(1) of the Act;
5.3 the scheme;
5.4 the form of proxy; and
5.5 the form of surrender and transfer,
each substantially in the form of the notice, the explanatory statement, the
scheme, the form of proxy and the form of surrender and transfer attached to
the papers before this Court, and a copy of this Order, shall be posted by
the Applicant by pre-paid registered post at least 2 (two) weeks prior to
the date of the scheme meeting to each of its shareholders (other than Cabot
Janus, RSA Holdings, Trevor Neville Wall and The Trevor Wall Family Trust)
at their respective addresses as recorded in the register of members of the
Applicant at the close of business not more than 4 (four) business days
before the date of such posting.
6. Copies of the documents referred to in paragraph 5 above shall lie for
inspection at, and copies may be obtained by shareholders of the Applicant
free of charge from the registered office of the Applicant, referred to in
paragraph 4.3 of this Order, at any time during normal business hours prior
to the date of the scheme meeting.
7. Any shareholder who holds certificated ordinary shares in the Applicant
wishing to vote by proxy shall tender as his proxy the form of proxy
referred to in paragraph 5.4 of this Order. The form of proxy must be
completed and returned in accordance with the instructions contained therein
to the company`s transfer secretaries, namely Computershare Investor
Services Limited, 10th Floor, 11 Diagonal Street, Johannesburg, 2001 to be
received by no later than 09h00 on Friday, 14 June 2002 or 24 (twenty four)
hours before any adjourned scheme meeting. In addition, the forms of proxy
may be handed to the Chairperson not later than 10 (ten) minutes before the
scheme meeting is due to commence or recommence if adjourned.
8. Those shareholders who hold dematerialised ordinary shares in the
Applicant through a Central Securities Depository Participant ("CSDP") or
broker and who wish to vote at the scheme meeting, should inform
their CSDP or broker timeously of their intention to attend and vote at the
scheme meeting or be represented by proxy thereat in order for the CSDP or
broker to issue them with the necessary authorisation to do so or provide
their CSDP or broker timeously with their voting instruction should they not
wish to attend the scheme meeting in person in order for the CSDP or broker
to vote in accordance with their instruction at the scheme meeting.
9. The Chairperson shall report the results of the scheme meeting to this
Court by way of affidavit on Tuesday, 25 June 2002 at 10h00 or so soon
thereafter as Counsel may be heard.
10. In the Chairperson`s report referred to in paragraph 9 of this Order,
the Chairperson shall, insofar as is applicable, comply with the
requirements of Part FE of the Practice Manual of this Court.
11. The Chairperson shall make available to any shareholder of the Applicant
at the abovementioned registered office of the Applicant (and the notice of
the scheme meeting which is published and sent to the shareholders of the
Applicant shall include a statement that it will be so available) a copy of
his report to this Court, free of charge, from 18 June 2002 to the date
fixed by this Court for the Chairperson to report back to it, namely
Tuesday, 25 June 2002, or in respect of any adjourned meeting, at least 1
(one)week prior to the report back date after such adjourned meeting.
By Order of Court
Registrar
FRIEDLAND HART INCORPORATED
Applicant`s Attorneys
201 Van der Stel Building
179 Pretorius Street
Pretoria, 0002
PO Box 1003, Pretoria, 0001
Telephone: (012) 326-3331
Telefax: (012) 321-7402
Ref: M Maaren
Date: 24/05/2002 07:03:00 AM Produced by the SENS Department
