| Fri 31 May 2002, 0:00 | | Boe Limited - Notice Of Share Scheme Meeting |
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Boe Limited - Notice of Share Scheme Meeting
IN THE HIGH COURT OF SOUTH AFRICA Case number 4761/2002
(CAPE OF GOOD HOPE PROVINCIAL DIVISION)
Cape Town, Thursday, 30 May 2002
before the Honourable Mr Justice Potgieter
In the ex parte application of:
BoE LIMITED Applicant
(Registration number 1987/003281/06)
Notice is hereby given that in terms of an Order of Court dated 30 May 2002
in the above matter ("the Order"), the High Court of South Africa (Cape of
Good Hope Provincial Division) ("the Court") has ordered, in accordance with
the provisions of section 311(1) of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Companies Act"), that the meeting described below
("the share scheme meeting") be convened under the chairmanship of Igor
Vukic, an attorney practising as such as a partner of Bernadt Vukic Potash &
Getz or, failing him/her, such other independent attorney or advocate
nominated by Sonnenberg Hoffmann Galombik ("the chairperson"), for the
purpose described below.
In terms of the Order, a meeting of the ordinary shareholders of the
Applicant ("the share scheme members") will be held at 10:00 on Monday, 24
June 2002, at the registered office of the Applicant situated at BoE, Clock
Tower Precinct, V&A Waterfront, Cape Town, 8001 for the purpose of
considering and, if deemed fit, approving with or without modification, the
scheme of arrangement dated 1 June 2002 ("the share scheme") proposed by
Nedcor Limited ("Nedcor") between the Applicant and the share scheme
members.
The basic characteristic of the share scheme is that, upon implementation,
Nedcor (as defined in the explanatory statement referred to below) shall
acquire all the shares in the Applicant held by the Applicant`s
shareholders, on the record date (as defined in the explanatory statement
referred to below), which is expected to be Wednesday, 10 July 2002, for a
consideration of R290,00 in cash and the 0,48544 Nedcor shares per 100 BoE
shares held on the record date. The share scheme consideration equates to
R3,52622 per BoE share on the record date based on the closing price of
Nedcor as quoted on the JSE Securities Exchange South Africa on Friday, 19
April 2002 of R129,00 per Nedcor share and payable in the currency of South
Africa.
Copies of the share scheme, and the explanatory statement in terms of
section 312(1) of the Companies Act, explaining the share scheme, as well as
the Order authorising the convening of the share scheme meeting, may, on
request by any share scheme member, during normal business hours, at any
time prior to the share scheme meeting, be inspected at or obtained free of
charge from the registered office of the Applicant, BoE, Clock Tower
Precinct, V&A Waterfront, Cape Town, 8001 or from the office of BoE Merchant
Bank, 187 Rivonia Road, Morningside, Sandton, 2057.
If you are a dematerialised shareholder and an own name dematerialised
shareholder, your CSDP or broker is obliged to contact you to acertain how
you wish to cast your vote and thereafter vote in accordance with you
instructions.
If you are a dematerialised shareholder and you wish to attend the share
scheme meeting you should contact your CSDP or broker, as the case may be
and obtain the relevant letter of representation from them.
Each of the share scheme members registered as such by the close of trade on
the JSE Securities Exchange South Africa on Thursday, 20 June 2002 may
attend, speak and vote in person at the share scheme meeting or may appoint
any other person or persons (who need not be share scheme members) as a
proxy to attend, speak and vote in such share scheme member`s place.
Forms of proxy (blue) may be obtained on request from the Applicant`s
abovementioned registered office or from the registered offices of BoE
Merchant Bank.
Each signed form of proxy (blue) must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services
Limited, care of the information agent, Georgeson Shareholder Communications
SA (Proprietary) Limited, The SMG Building, 108 Johan Avenue, Sandton (PO
Box 652000, Benmore, 2010) to be received by not later than 10:00 on Friday,
21 June 2002 or handed to the chairperson of the share scheme meeting not
later than 10 minutes before the time for which the share scheme meeting is
convened on Monday, 24 June 2002.
Where there are joint holders of any of the Applicant`s ordinary shares, any
one of such persons may vote at the share scheme meeting in respect of such
shares as if he/she were solely entitled thereto, but if more than one of
such joint holders be present or represented at the share scheme meeting,
that one of the said persons whose name stands first in the register in
respect of such shares or his/her proxy, as the case may be, shall alone be
entitled to vote in respect thereof, as if he/she were the sole holder of
such shares.
The chairperson will report the results of the meeting to the Court at 10:00
on Tuesday, 2 July 2002, or as 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 share scheme member at the abovementioned registered office
of the Applicant during normal business hours at least 5 (five) calendar
before the date on which the chairperson reports back to the Court.
Igor Vukic
Chairperson of the share scheme meeting
30 May 2002
APPLICANT`S ATTORNEYS
Sonnenberg Hoffmann Galombik
8th Floor, Norwich on St George`s
St George`s Mall
Cape Town, 8001
Tel. (021) 410 2500
Fax. (021) 410 2555
(Ref: K Pretorius)
Date: 31/05/2002 05:33:00 PM Produced by the SENS Department
BOE LIMITED - ORDER OF COURT
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number 4761/2002
CAPE TOWN: Thursday, 30 May 2002
Before the Honourable: Mr Justice Potgieter
In the ex parte application of:
BoE LIMITED Applicant
(Registration number 1987/003281/06)
for an order in terms of section 311(1) of the Companies Act, 61 of 1973 (as
amended), convening a meeting of the shareholders of Applicant
Upon the motion of Counsel for Applicant and reading the notice of motion
and other documents filed of record:
IT IS ORDERED THAT:
1. a meeting ("the share scheme meeting") be convened in terms of section
311(1) of the Companies Act, 1973 (No. 61 of 1973), as amended ("the
Companies Act"), of the ordinary shareholders of Applicant registered as
such by the close of trade on the JSE Securities Exchange South Africa on
Thursday, 20 June 2002, other than Nedcor Limited ("Nedcor") and its
subsidiaries in respect of shares beneficial held by them in respect of
which they have a voting discretion ("the share scheme members"), by the
chairperson mentioned in paragraph 2 of this Order of Court ("the Order"),
to be held at 10:00 on Monday, 24 June 2002 in the BoE auditorium at the
registered office of Applicant, situated at Ground Floor, Clock Tower
Precinct, V&A Waterfront, Cape Town, for the purpose of considering and, if
deemed fit, approving, with or without modification, the scheme of
arrangement proposed by Nedcor ("the share scheme") between Applicant and
the share scheme members, substantially in the form annexed to the notice of
motion ("the share scheme");
2. Igor Vukic an attorney practising as such as a partner of Bernadt Vukic
Potash & Getz or, failing him, such other independent attorney or advocate
nominated by Sonnenberg Hoffmann Galombik ("the chairperson"), be and is
hereby appointed as the chairperson of the share scheme meeting with
authority to:
2.1 appoint scrutineers for the purpose of the share scheme meeting;
2.2 determine the validity and acceptability of forms of proxy submitted
for the share scheme meeting;
2.3 determine the validity and acceptability of any share register and/or
sub-register kept or maintained in respect of the shares in the issued share
capital of Applicant;
2.4 adjourn the share scheme meeting from time to time if he considers that
it is necessary to do so; and
2.5 determine the procedure to be followed at the share scheme meeting and
any adjournment thereof;
3. a notice convening the share scheme meeting shall be published once in
each of Business Report, Beeld, Die Burger and Business Day newspapers and
in the Government Gazette at least 14 (fourteen) calendar days before the
date of the share scheme meeting. The said notice shall state:
3.1 the time, date and venue of the share scheme meeting;
3.2 that the share scheme meeting has been summoned in terms of the Order
to consider and, if deemed fit, approving, with or without modification, the
share scheme;
3.3 that a copy of the Order, the share scheme and the explanatory
statement in terms of section 312(1) of the Companies Act may be inspected
during normal business hours at any time prior to the share scheme meeting
at the registered office of Applicant, Ground Floor, Clock Tower Precinct,
V&A Waterfront, Cape Town, 8001;
3.4 that a copy of the Order and the explanatory statement in terms of
section 312(1) of the Companies Act may be obtained upon request by any
share scheme member, free of charge, from Applicant at the time and place
mentioned in paragraph 3.3 of the Order; and
3.5 the basic characteristics of the share scheme;
4. copies of:
4.1 the notice convening the share scheme meeting (annexed to the papers
before the Court), showing the time, date and place of the share scheme
meeting;
4.2 the explanatory statement in terms of section 312(1) of the Companies
Act substantially in the form of the explanatory statement annexed to the
papers before the Court;
4.3 the share scheme substantially in the form of the share scheme annexed
to the notice of motion;
4.4 the Order; and
4.5 the form of proxy substantially in the form annexed to the papers
before the Court,
shall be sent by Applicant by pre-paid registered post at least 21 (twenty-
one) calendar days before the date of the share scheme meeting to each of
the share scheme members at their addresses as reflected in the register of
shareholders of Applicant (or in any sub-register maintained in this regard)
not more than 7 (seven) calendar days before the date of such posting;
5. a copy of the documents referred to in paragraph 4 of the Order, shall
lie for inspection and may be obtained, free of charge, at least 21 (twenty-
one) calendar days prior to the date of the share scheme meeting during
normal business hours at the abovementioned registered office of Applicant;
6. the chairperson of the share scheme meeting shall report, by way of an
affidavit, the results thereof to the Court at 10:00 on Tuesday, 2 July 2002
or so soon thereafter as Counsel for Applicant may be heard;
7. with respect to the report required by the Court from the chairperson,
details shall be given of:
7.1 the number of share scheme members present in person at the share
scheme meeting;
7.2 the number of share scheme members represented by proxy at the share
scheme meeting with information as to the number of shares represented by
the chairperson in terms of proxies;
7.3 the number of shares held by all the share scheme members;
7.4 all resolutions passed at the share scheme meeting with particulars of
the number of votes cast in favour of and against each such resolution and
of any abstentions, indicating how many votes were cast by the chairperson
in terms of proxies;
7.5 all rulings made and directions given by the chairperson at the share
scheme meeting;
7.6 the relevant portions of documents and reports submitted or tabled at
the share scheme meeting, which bear on the merits or demerits of the share
scheme, including copies thereof; and
7.7 the main points of any other proposal which was submitted to the share
scheme meeting;
8. the chairperson of the share scheme meeting shall make available at the
abovementioned registered office of Applicant (and the notice of the share
scheme meeting which is published and sent to share scheme members shall
include a statement that it will be so available), a copy of the
chairperson`s report to the Court, free of charge, to any share scheme
member on request, at least 5 (five) calendar days prior to the date on
which the chairperson reports back to the Court;
9. any share scheme member wishing to vote by proxy at the share scheme
meeting shall by not later than 10:00 on Friday, 21 June 2002, at the
transfer secretaries of Applicant, Computershare Investor Services Limited,
care of Georgeson Shareholder Communications SA (Proprietary) Limited , The
SMG Building, 108 Johan Avenue, Sandton (PO Box 652000, Benmore, 2010)
tender as his proxy the form of proxy in the form of the proxy referred to
in paragraph 4.5 of the Order. In addition, forms of proxy may be handed to
the chairperson of the share scheme meeting not later than 10 (ten) minutes
before the share scheme meeting is due to commence.
BY ORDER OF COURT
REGISTRAR
30 May 2002
APPLICANT`S ATTORNEYS
Sonnenberg Hoffmann Galombik
8th Floor, Norwich on St. George`s
9 St. George`s Mall
Cape Town, 8001
Tel: (021) 410 2500
Fax: (021) 410 2555
(Ref: J P Pretorius/smf/0237170)
Date: 31/05/2002 05:32:00 PM Produced by the SENS Department
