Not logged in
  Home   Markets   Shares   Funds   Portfolio   Toolbox   Charting   Alerts   Directory   
 Admin   

Fri 26 Jul 2002, 0:00 Molope Group Limited - Announcement
MOLOPE GROUP LIMITED - ANNOUNCEMENT                                             
MOLOPE GROUP LIMITED                                                            
  (In liquidation)                                                              
(Incorporated in the Republic of South Africa)                                
  (Registration number 1995/000511/06)                                          
  (Ordinary share code: MOL   ISIN: ZAE000013975)                               
  (N ordinary share code: MON   ISIN: ZAE000013983)                             
("Molope")                                                                    
Implementation of the liquidation and delisting of Molope by way of a scheme of 
arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973),
as amended ("the Companies Act"), proposed by Molope between Molope and Molope  
creditors, Molope ordinary shareholders and Molope N ordinary shareholders      
(collectively, "Molope shareholders") ("the scheme")                            
1.  INTRODUCTION                                                                
1.1 Molope disposed, with effect from 1 July 1999, of certain of its services   
and facilities management business and its related assets, as a going concern   
("the Molope businesses"), to Lexshell 296 Investment Holdings (Proprietary)    
Limited ("Lexshell") (which company changed its name to Rebserve Limited        
("Rebserve") with effect from 17 January 2000), a wholly-owned subsidiary of    
Rebhold Limited (which company changed its name to Rebserve Holdings Limited    
("Rebhold") with effect from 29 November 2001) ("the disposal").                
1.2 The aggregate purchase consideration in respect of the disposal amounted to 
some R483 million, which included some R183 million in respect of liabilities of
the Molope businesses which Rebhold assumed, leaving some R300 million payable, 
of which some R90 million was attributable to and was in fact utilised to pay   
certain specific creditors of the Molope group, leaving an amount of some R210  
million to be paid to Molope.                                                   
1.3 As part of the agreements regulating the disposal ("the disposal            
agreements"), it was agreed between the parties to the disposal that Rebhold    
would settle the net purchase consideration, after settling certain liabilities 
of Molope and its subsidiaries, amounting to approximately R210 million ("the   
net purchase consideration"), upon Molope declaring a liquidation dividend to   
Molope shareholders ("the liquidation dividend"). For this purpose, a special   
resolution was passed to liquidate Molope at a general meeting of Molope        
shareholders held on 22 February 2000, and a liquidator was subsequently        
appointed. The date of the provisional liquidation of Molope was 27 July 2000.  
1.4 Prior to the date on which it was envisaged that Molope shareholders would  
have become entitled to the liquidation dividend, the Industrial Development    
Corporation of South Africa Limited ("the IDC") gave notice of claims against   
Molope, both as shareholder and creditor, amounting, at the time, to            
approximately R54 million plus interest ("the IDC claims").                     
1.5 The notification of the IDC claims had the effect of:                       
1.5.1 the directors of Molope regarding themselves as being unable to implement 
their declaration of the liquidation dividend, they being unable to determine   
the quantum of such liquidation dividend, by virtue of the threatened claims by 
the IDC and uncertainty as to whether the IDC claims were payable and as to what
the quantum of the IDC claims would be in terms of Section 350(b)(ii) of the    
Companies Act;                                                                  
1.5.2 the directors of Molope regarding themselves as being duty bound to       
withdraw their declaration of the liquidation dividend; and                     
1.5.3 Rebhold taking the view that it was not obliged to pay the net purchase   
consideration to Molope or Molope shareholders, as the case may be, under       
circumstances where a dispute exists between Molope and the IDC and the         
directors of Molope are unable to implement their declaration of the liquidation
dividend. This was in the context that the mechanism agreed upon in the         
disposal, was for shareholders of Molope to acquire claims directly against     
Rebhold, with Rebhold having the obligation to pay these claims of shareholders 
directly to them. Rebhold`s liability to discharge such claims (effectively     
representing payment by Rebhold of the net purchase consideration) would        
accordingly only crystallise after the valid declaration by Molope of a         
liquidation dividend, which, to date, has not yet occurred.                     
1.6 Pursuant thereto, the IDC instituted the legal proceedings against Molope in
respect of the IDC claims, with Molope defending the legal proceedings. The     
legal proceedings were due to be heard in Court from 11 March 2002.             
1.7 While the disposal agreements did not specifically provide for the payment  
of interest by Rebhold on the net purchase consideration owing to Molope from   
time to time, the disposal agreements provided that any overdue amount payable  
under the disposal agreements would bear interest from time to time. A dispute  
arose between the parties as to whether the net purchase consideration due by   
Rebhold was interest bearing or not, and this dispute has been settled on the   
basis that a sum of R10 million will be paid in lieu of interest and in         
settlement of all amounts owing by Rebhold to Molope from causes other than the 
net purchase consideration.                                                     
1.8 During the period between the withdrawal of the dividend declaration and the
settlement of the IDC legal proceedings referred to hereunder, Molope engaged in
extensive negotiations in order to dispose of the legal proceedings and in order
to procure payment from Rebhold of the balance of the purchase consideration.   
1.9 During February and July 2002, agreements were concluded pertaining to the  
legal proceedings and the payment of the net purchase consideration, inter alia,
as follows:                                                                     
1.9.1 between Molope and the IDC, with regard to the legal proceedings; and     
1.9.2 between Rebhold, Rebserve and Molope, with regard to the payment by       
Rebhold of an amount of some R189 million, as follows.                          
- an amount of some R179 million, being the net purchase consideration, less an 
amount of approximately R31,8 million, being the agreed amount which will accrue
to Rebhold by virtue of Rebhold being the beneficial owner, in terms of the     
disposal agreement, of the right to receive the consideration attributable to   
39 276 936 Molope shares at 81 cents per share, payable to certain shareholders 
of Molope who were employed by the Molope group as at the date of signature of  
the disposal agreement, and who were subsequently employed by the group; and    
- the amount of R10 million referred to in paragraph 1.7 above.                 
2.  PROPOSED SCHEME                                                             
2.1 PSG Investment Bank Limited is authorised to announce that, in terms of and 
pursuant to agreements entered into between Molope and the IDC and between      
Molope, Rebhold and Rebserve, Molope intends to propose, subject to various     
conditions set out in 3 below ("the conditions"), the scheme, between Molope and
Molope creditors and Molope shareholders.                                       
2.2 Pursuant to the scheme becoming operative, Molope creditors and Molope      
shareholders can expect to receive a scheme consideration, in cash, amounting to
an aggregate amount of approximately R209 million ("the scheme consideration"), 
as follows:                                                                     
2.2.1 a payment to creditors of Molope who have registered their claims by 16:00
on Friday, 23 August 2002 ("scheme creditors") of a maximum amount of R70 000   
000 after payment of certain costs and remuneration, constituting payment of 100
cents in the Rand, of any and all claims of scheme creditors against Molope; and
2.2.2 distribute to shareholders of Molope (other than Rebserve and the IDC)    
registered as such at 16:00 on Friday, 23 August 2002 ("scheme members"), as a  
scheme dividend, the balance of the scheme consideration, being an amount of    
R138 840 750, constituting approximately 82 cents per scheme share.             
2.3 If the scheme becomes operative, Molope`s listing on the JSE Securities     
Exchange South Africa ("the JSE") will be terminated.                           
2.4 If the scheme is sanctioned, the scheme creditors and scheme members will be
deemed to have agreed to accept the scheme consideration in full and final      
settlement of all claims of any nature whatsoever which they or any of them may 
have against Molope and/or Rebserve or any company forming part of Rebhold or   
its subsidiaries ("the Rebhold group") and/or any of the directors of any       
company in the Rebhold group and against any directors of Molope as the board   
was reconstituted with effect from 1 August 1999, arising from or pursuant to   
the disposal and any agreements forming part of the disposal and its            
implementation, and that payment pursuant to the scheme to such creditors and   
members of Molope will constitute a complete, lawful payment and discharge by   
all entities forming part of the Rebhold group of all the respective liabilities
and obligations of whatever nature arising out of or pursuant to all or any of  
the aforesaid agreements.                                                       
3.  CONDITIONS                                                                  
3.1 Conditions precedent                                                        
 The scheme is subject to the fulfilment of the following conditions precedent  
by not later than 16:00 on Friday, 23 August 2002 (or such later date as may be 
stipulated by Molope and agreed to in writing by Rebserve):                     
3.1.1 the scheme having been approved by the requisite majority of scheme       
creditors and scheme members at the respective scheme meetings to be convened   
for that purpose;                                                               
3.1.2 the High Court of South Africa ("the Court") having sanctioned the scheme;
3.1.3 the liquidation of Molope being discharged by the Court; and              
3.1.4 a certified copy of the Order of the Court sanctioning the scheme being   
registered by the Registrar of Companies in terms of the Act.                   
3.2 Resolutive condition                                                        
 It is a resolutive condition of the scheme that the Order of Court sanctioning 
the scheme discharges the Rebhold group from any liability which it may have had
or may in the future have in terms of or pursuant to the disposal agreements,   
failing which, at the election of Rebserve, which election shall be made in     
writing, Rebhold shall not be obliged to make payment of the amount as referred 
to in 1.9.2 above.                                                              
4.  SALIENT FINANCIAL EFFECTS OF THE SCHEME                                     
4.1 On scheme creditors                                                         
4.1.1 Scheme creditors, subject to the maximum sum referred to in 2.2.1 above,  
will be paid 100 cents in the Rand in respect of proved creditor claims.        
4.1.2 In terms of the scheme, a total amount of R70 000 000 is made available   
for payment to:                                                                 
4.1.2.1 the IDC;                                                                
4.1.2.2 the unpaid costs and remuneration of the liquidator, the receiver`s     
costs and remuneration and costs relating to the structuring and the            
implementation of the scheme; and                                               
4.1.2.3 the claims of preference and concurrent creditors of Molope.            
4.1.3 The agreed claim of the IDC is R45 000 000 plus interest calculated at the
prime overdraft rate from 15 June 2002 to the date of payment thereof, which    
amount will be paid as a first charge against the available amount of R70 000   
000.                                                                            
4.2 On scheme members                                                           
4.2.1 Scheme members will receive a distribution of approximately 82 cents per  
Molope share held, which distribution represents an 18,8% premium to the closing
market price of Molope ordinary shares of 69 cents and a 24,2% premium on the   
closing market price of Molope N shares of 66 cents, on 14 July 2000, the last  
trading day prior to the suspension of trading in Molope shares on the JSE on 17
July 2000.                                                                      
4.2.2 Any portion of the amount of R70 000 000 referred to in 4.1.2 above not   
paid to scheme creditors pursuant to the implementation of the scheme, will be  
paid to scheme members as a final dividend ("the second dividend"). Based on    
current calculations, scheme members may receive a second dividend of up to 4   
cents per share.                                                                
5. SALIENT DATES(1)                                                             
2002         
Last day to lodge form of proxy for the scheme meetings                         
 of scheme creditors ("creditors` scheme meetings")                             
 by 10:00 on(2)                                        Friday, 9 August         
Last day to lodge form of proxy for the scheme meeting                          
 of scheme members ("members` scheme meeting)                                   
 by 10:30 on(2)                                        Friday, 9 August         
Creditors` scheme meetings to be held from 10:00 on   Monday, 12 August         
Members` scheme meeting to be held from the later                               
 of 10:30 or ten minutes after the concluding of                                
 the last of the creditors` scheme meetings on        Monday, 12 August         
Court hearing to sanction the scheme on              Tuesday, 20 August         
Announcement on SENS notifying scheme members of,                               
 inter alia, results of the scheme on or about       Tuesday, 20 August         
Announcement in the press notifying scheme members                              
 of, inter alia, results of the scheme on or about Wednesday, 21 August         
Last day to be registered (expected record date) to                             
 determine participation by scheme creditors and                                
 scheme members ("scheme participants") in the                                  
 scheme by the close of business on                   Friday, 23 August         
Expected operative date of the scheme on or about     Monday, 26 August         
Scheme consideration cheques posted to scheme                                   
 participants or deposited directly into scheme                                 
 participants` bank accounts (if claim forms and forms                          
of acceptance in respect of scheme participants are                            
 received on or prior to the record date) or, failing                           
 that, will be posted within 5 business days of receipt                         
 thereof by the receiver and the transfer secretaries,                          
on or about(3)                                       Monday, 26 August         
Expected termination of listing of Molope shares on                             
 the JSE with effect from the commencement of                                   
 business on                                         Tuesday, 27 August         
Notes:                                                                          
1. These dates and times are subject to change. Any such change will be         
published in the press.                                                         
2. If a form of proxy is not received by the time and date shown above, it may  
be handed to the chairperson of the scheme meetings no later than 10 (TEN)      
minutes before the commencement of the scheme meetings.                         
3. The scheme consideration payable to scheme participants will be payable in   
accordance with the provisions of paragraph 5 of the explanatory statement      
contained in the circular to scheme members referred to in 6 below.             
6.  CIRCULAR TO SHAREHOLDERS                                                    
 A circular to Molope shareholders, containing detailed information regarding   
the scheme and incorporating a notice of the scheme meetings, will be posted to 
Molope shareholders today.                                                      
  Johannesburg                                                                  
  26 July 2002                                                                  
Investment bank and transactional sponsor                                       
PSG Investment Bank                                                           
Attorneys to the scheme                                                         
  Knowles Husain Inc                                                            
  Attorneys                                                                     
(Registration number 2000/000004/21)                                          
Date: 26/07/2002 08:14:47 AM Produced by the JSE SENS Department                

Molope Group Limited - Notice Of Scheme Meetings                                
Molope Group Limited - Notice of Scheme Meetings                                
Molope Group Limited                                                            
NOTICE OF SCHEME MEETINGS                                                       
IN THE HIGH COURT OF SOUTH AFRICA                                               
(TRANSVAAL PROVINCIAL DIVISION)                       Case number 19286/2002    
In the ex parte application of -                                                
MOLOPE GROUP LIMITED                                       Applicant            
(IN VOLUNTARY LIQUIDATION)                                                      
Application for leave to convene meetings in terms of section 311 of the        
Companies Act, 1973 (Act 61 of 1973, as amended                                 
  Notice is hereby given in terms of an Order of Court dated Tuesday,           
23 July 2002 in the above matter ("the Order") that the High Court of South     
Africa (Transvaal Provincial Division) ("the Court") has directed that meetings 
("the scheme meetings") of all the scheme creditors and scheme members (as      
defined in the scheme referred to hereunder) ("scheme participants") of Molope  
Group Limited (in liquidation) ("Molope"), be convened under the chairmanship of
Mr J Roodt ("the chairperson") at the place, date and time fixed by the         
chairperson, namely at the Auditorium,Werksmans Attorneys, 1st Floor, 155, 5th  
Street, Sandown, Sandton 2196, on Monday, 12 August 2002, commencing at 10:00 in
respect of preferent creditors of Molope, and at the later of 10:05 or five     
minutes after the concluding of the scheme meeting of preferent creditors of    
Molope, in respect of secured creditors of Molope, and at the later of 10:10 or 
five minutes after the concluding of the scheme meeting of secured creditors of 
Molope, in respect of concurrent creditors of Molope, the scheme meeting of the 
holders of ordinary shares in the share capital of Molope following at the later
of 10:30 or ten minutes after the concluding of the scheme meeting of concurrent
creditors of Molope, the scheme meeting of the holders of N ordinary shares in  
the share capital of Molope following at the later of 11:00 or ten minutes after
the concluding of the scheme meeting of the holders of ordinary shares in the   
share capital of Molope, for purposes of considering and, if deemed fit,        
approving with or without modification, the scheme of arrangement ("the scheme")
proposed by Molope between Molope and the scheme participants.                  
  A copy of the scheme, a copy of the Order and an explanatory statement in     
terms of section 312 of the Companies Act, 1973 (Act 61 of 1973, as amended     
("the Act"), explaining the scheme, are enclosed in the bundle of documents of  
which this notice forms part.                                                   
  The basic characteristics of the scheme are that scheme creditors will,       
subject to the maximum of the sum referred to in clause 5.2.3 of the scheme, be 
paid 100 cents in the Rand on their claims against Molope and scheme members    
will be paid a scheme dividend of approximately 82 cents per Molope share held. 
  Each scheme participant is entitled to attend and vote at the scheme meetings 
and is entitled to appoint one or more proxies to attend, speak and vote. A     
proxy need not be a scheme participant. Each signed proxy must be lodged with   
the chairperson, in the case of a scheme creditor (as defined), c/o Brink Cohen 
le Roux & Roodt Inc., BCLR House, 19 West Street, Houghton, 2198 (Box 2404,     
Houghton 2041), and in the case of a scheme member (as defined) c/o             
Computershare Investor Services Limited, 7th Floor, 11 Diagonal Street,         
Johannesburg 2001                                                               
(PO Box 7184, Johannesburg 2000), to be received by not later than 10:00 on     
Friday, 9 August 2002, in respect of the scheme meetings of creditors, and by   
not later than 10:30 on Friday, 9 August 2002, in respect of the scheme meetings
of members.                                                                     
  All scheme participants who wish to vote at the scheme meetings, and who      
received the papers referred to in paragraph 5 of the Order, shall cause their  
claims/proxies for purposes of voting at the scheme meetings to be filed with   
the chairperson in accordance with the provisions of section 366(1) of the Act  
by not later than 24 hours prior to the scheme meetings, provided that, should  
the scheme meetings be held on a Monday, all claims/proxies for purposes of     
voting shall be filed not later than, respectively, 10:00 and 10:30 on the      
preceding Friday, depending on which scheme meeting scheme participants wish to 
attend.                                                                         
  If claims/proxies are not so lodged as a result of a scheme participant not   
having received this notice and the bundle of documents of which this notice    
forms part, the form of proxy and/or claim may be handed by a scheme participant
to the chairperson before the commencement of the scheme meetings together with 
an affidavit in which he confirms that he is a scheme participant, stating full 
information of his claim/shareholding in Molope and stating adequate reasons for
lateness.                                                                       
  The chairperson will report the results of the scheme meetings to the Court on
Tuesday, 20 August 2002. A copy of the chairperson`s report may be obtained by  
any scheme participant on request from the chairperson from Tuesday, 13 August  
2002.                                                                           
  The scheme is subject to the sanctioning thereof by the Court and the         
conditions stated therein. Scheme participants falling within the ambit of the  
scheme, are those scheme participants referred to above and furthermore as      
defined in the scheme.                                                          
  Copies of the Order, the terms of the scheme, a list of scheme creditors, and 
a statement of the assets of Molope with their estimated values may be inspected
by scheme participants during business hours at any time prior to the scheme    
meetings, at the office of the chairperson, being c/o Brink Cohen le Roux &     
Roodt Inc, BCLR House,                                                          
19 West Street, Houghton, 2198 (PO Box 2404, Houghton, 2041). Copies of the     
explanatory statement required by section 312 of the Companies Act may be       
obtained by any scheme participant, or person entitled to attend the scheme     
meetings, free of charge on written application to the chairperson.             
Mr J Roodt                                                                      
  c/o Brink Cohen Le Roux & Roodt Incorporated                                  
BCLR House                                                                    
  19 West Street                                                                
  HOUGHTON 2198                                                                 
  (Box 2404, Houghton, 2041)                                                    
CHAIRPERSON                                                                   
  26 July 2002                                                                  
Date: 26/07/2002 08:16:11 AM Produced by the JSE SENS Department                


Molope Group Limited - Order Of Court                                           

Molope Group Limited - Order of Court                                           
Molope Group Limited                                                            
IN THE HIGH COURT OF SOUTH AFRICA                                               
(TRANSVAAL PROVINCIAL DIVISION)                       Case number 19286/2002    
Pretoria, 23 July 2002                                                          
Before the Honourable Mr Justice Kirk-Cohen                                     
In the ex parte application of:                                                 
MOLOPE GROUP LIMITED                                                            
  (In voluntary liquidation)                                                    
  (Incorporated in the Republic of South Africa)                                
  (Registration number 1995/000511/06)                                          
("the Applicant" or "Molope")                                                 
Application for leave to convene scheme meetings in terms of section 311 of the 
Companies Act, 1973 (Act 61 of 1973) as amended.                                
ORDER OF COURT                                                                  
Upon hearing Counsel for the applicant and upon reading the notice of motion and
the other documents filed of record -                                           
IT IS ORDERED THAT -                                                            
  1. meetings ("the scheme meetings") in terms of section 311(1) of the         
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act") of the scheme      
creditors and scheme members of Molope Group Limited (in liquidation) ("the     
company"), and in particular -                                                  
1.1 the preferent creditors of the company;                                     
1.2 the concurrent creditors of the company;                                    
1.3 the secured creditors of the company;                                       
1.4 the holders of Molope ordinary shares in the issued share capital of the    
company;                                                                        
1.5 the holders of Molope N ordinary shares in the issued share capital of the  
company,                                                                        
 as defined in the scheme referred to hereunder, be convened by the chairperson 
referred to in paragraph 2 hereunder, who shall fix the time, date and place    
thereof, for the purpose of considering and, if deemed fit, agreeing to, with or
without modification, the scheme of arrangement being Annexure 3 to the draft   
circular in terms of section 312 of the Act in the above proceedings ("the      
scheme") proposed by the company between the company and the scheme creditors   
and the scheme members;                                                         
  2. Mr J Roodt or failing him an independent attorney or advocate of the High  
Court of South Africa, appointed by Brink Cohen Le Roux & Roodt Incorporated, be
and is hereby appointed as chairperson of the scheme meetings;                  
3. the chairperson is authorised to -                                         
3.1 appoint scrutineers for the purpose of the scheme meetings;                 
3.2 determine the validity and acceptability of any form of proxy submitted for 
use at the scheme meetings;                                                     
3.3 adjourn the scheme meetings from time to time if the chairperson considers  
it necessary to do so; and                                                      
3.4 determine the procedure to be followed at the scheme meetings and any       
adjournment thereof;                                                            
4. the company shall cause this Order of Court and a notice convening the     
scheme meetings to be published once in each of Business Day, Beeld, Rapport,   
The Sunday Times at least 2(two) weeks, and in the Government Gazette, at least 
1 (one) week before the date of the scheme meetings. The notice shall state:    
4.1 the time, date and venue of the scheme meetings;                            
4.2 that the scheme meetings have been convened in terms of this Order to       
consider and, if deemed fit, agree to, with or without modification, the scheme;
4.3 that a copy of this Order, the terms of the scheme, a list of scheme        
creditors and a statement of the assets of the company with their estimated     
values and the explanatory statement in terms of section 312(1) of the Act may  
be inspected during normal business hours at any time prior to the scheme       
meetings at the registered office of the company c/o Rebserve House, Hunts End, 
36 Wierda Road West, Wierda Valley, Sandton 2196 and at the offices of the      
chairperson c/o Brink Cohen Le Roux & Roodt Incorporated, BCLR House, 19 West   
Street, Houghton, 2198 (PO Box 2404, Houghton, 2041);                           
4.4 that a copy of this Order and the explanatory statement in terms of section 
312(1) of the Act may be obtained free of charge on request during normal       
business hours by any scheme creditor or scheme member at the places mentioned  
in paragraph 4.3 of this Order;                                                 
  5. copies of -                                                                
5.1 the notice convening the scheme meetings substantially in the form of the   
notice attached to the papers before this Honourable Court, showing the time,   
date and place of the scheme meetings;                                          
5.2 the scheme and the explanatory statement in terms of section 312(1) of the  
Act substantially in the form of the scheme and explanatory statement attached  
to the papers before this Honourable Court;                                     
5.3 forms of proxy to be used at the scheme meetings substantially in the form  
of the forms of proxy attached as Appendices 5 and 6 to the draft circular      
before this Honourable Court; and                                               
5.4 this Order of Court,                                                        
 will be sent by the company at least 2 (two) weeks before the date of the      
scheme meetings to each of the company`s known scheme creditors at their        
addresses reflected in the company`s records and to each of the scheme members  
of the company at their addresses as reflected in the company`s register of     
members;                                                                        
  6. a copy of -                                                                
6.1 the scheme and the explanatory statement in terms of section 312(1) of the  
Act substantially in the form of the explanatory statement and the scheme       
attached to the papers before the above Honourable Court;                       
6.2 the notice convening the scheme meetings substantially in the form of the   
notice attached to the papers before the above Honourable Court;                
6.3 forms of proxy substantially in the form of the forms of proxy attached to  
the papers before the above Honourable Court; and                               
6.4 this Order of Court,                                                        
shall lie for inspection at, and copies of these documents may be obtained free
of charge from, the registered office of the company and at the office of the   
chairperson during normal business hours at the places mentioned in paragraph   
4.3 for at least 2 (two) weeks prior to the date of the scheme meetings;        
6.5 the chairperson shall report the results of the scheme meetings to this     
Honourable Court on Tuesday, 20 August 2002 at 10:00 or so soon thereafter as   
Counsel may be heard;                                                           
6.6 the report required by this Honourable Court from the chairperson shall give
details of -                                                                    
6.6.1 the number of the company`s creditors and members (as the case may be)    
present in person (including those represented) at the scheme meetings and the  
details of claims and the number of shares held by them as the case may be;     
6.6.2 the number of the company`s creditors and members (as the case may be)    
represented by proxy at the scheme meetings and the details of claims and the   
number of shares held by them together with information as to the numbers       
represented by the chairperson in terms of proxies annexed to the documents     
before this Honourable Court;                                                   
6.6.3 any proxies which have been disallowed;                                   
6.6.4 all resolutions passed at the scheme meetings, 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 which were annexed to the scheme document;                              
6.6.5 all rulings made and directions given by the chairperson at the scheme    
meetings;                                                                       
6.6.6 the relevant portions of documents and reports submitted or tabled at the 
scheme meetings which bear on the merits or demerits of the scheme, including   
copies thereof; and                                                             
6.6.7 the main points of any other proposals which were submitted to the scheme 
meetings;                                                                       
  7. the company shall arrange to make available at the places mentioned in     
paragraph 4.3 (and the notice of the scheme meetings which is published and sent
to the scheme creditors and the scheme members of the company shall include a   
statement that it will be so available) a copy of the chairperson`s report to   
this Court, free of charge, to any scheme creditor or scheme member on request, 
for at least 1 (one) week before the date fixed by this Honourable Court for the
chairperson to report back to it; and                                           
8. any scheme creditor or scheme member wishing to vote by proxy should tender
as his proxy the form of proxy referred to in paragraph 5.3 of this Order. The  
form of proxy must be completed and returned in accordance with the instructions
therein, in the case of a scheme creditor, to the chairperson,                  
c/o Brink Cohen le Roux & Roodt Inc., BCLR House, 19 West Street, Houghton, 2198
(PO Box 2404, Houghton 2041), and in the case of scheme members, to the         
company`s transfer secretaries, namely, Computershare Investor Services Limited,
7th Floor, 11 Diagonal Street, Johannesburg 2001 (PO Box 7184, Johannesburg     
2000) to be received by not later than 10:00, in the case of a scheme creditor, 
and 10:30 in the case of a scheme member, on Friday, 9 August 2002. If a form of
proxy for the scheme meetings is not received by the appropriate time set out   
above, it may be handed to the chairperson of the scheme meetings not less than 
10 (ten) minutes before the commencement of the scheme meetings.                
By Order of the Court                                                           
Court Registrar                                                                 
Applicant`s attorneys                                                           
Knowles Husain Attorneys Incorporated                                         
  4th Floor, The Forum                                                          
  2 Maude Street                                                                
  Sandton                                                                       
2196                                                                          
  (Ref: Mr D Ellis)                                                             
Date: 26/07/2002 08:17:27 AM Produced by the JSE SENS Department                


Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
Other Profile Group sites: FundsData Online (unit trust data)  |  Profile Group corporate site
[  Terms of Use |  Privacy Policy |  PAIA manual |  FAQs/Help |  Site Map |  © Copyright Reserved 2026  ]
  


Powered by ProfileData

Profile Mobile App Google Play Store Apple App Store


Follow us on: