| Fri 20 Sep 2002, 11:42 | | Hunt Leuchars & Hepburn Holdings Limited - Salient |
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Hunt Leuchars & Hepburn Holdings Limited - Salient Dates For Proposed Schemes Of
Arrangement
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1924/001164/06)
Ordinary Share code: HLH ISIN: ZAE000003299
Preference share code: HLHP ISIN: ZAE000011441
("HL&H" or "the company")
SALIENT DATES FOR PROPOSED SCHEMES OF ARRANGEMENT
1. INTRODUCTION
It was announced in the press on 8 August 2002 that Industrial Partnership
Investments Limited ("IPI"), a subsidiary of Remgro Limited, intended to propose
schemes of arrangement ("schemes") in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended, between HL&H and its ordinary and preference
shareholders (other than IPI) ("the scheme members") which, if implemented,
would result in HL&H being wholly-owned by IPI and the company`s listing being
terminated on the JSE Securities Exchange South Africa ("the JSE").
IPI will also propose a scheme between HL&H, the trustees of the share option
scheme and the share option holders which, if implemented, would result in IPI
acquiring all share options from the share option holders.
The proposed scheme considerations are 957 cents per ordinary scheme share,
997 cents per preference scheme share and the difference between 957 cents and
the share option strike price plus an amount to cover PAYE, per share option.
2. SALIENT DATES AND TIMES(1)
2002
Last day to trade scheme shares on the JSE in order to enable entry on
the register or sub-register so as to be able to vote at the scheme
meetings Thursday, 3 October
Voting record date Thursday, 10 October
Last day to lodge form of proxy for the general meeting
by 09:45 Friday, 11 October
Last day to lodge form of proxy for the scheme meeting of ordinary
shareholders by 10:00 on (2) Friday, 11 October
Last day to lodge form of proxy for the scheme meeting of preference
shareholders by 10:30 on (2) Friday, 11 October
Last day to lodge form of proxy for the scheme meeting of share option
holders by 11:00 on (2) Friday, 11 October
General meeting of ordinary and preference shareholders to be held at 09:45
on Monday, 14 October
Scheme meeting of ordinary scheme members to be held
at 10:00 on Monday, 14 October
Scheme meeting of preference scheme members to be held at 10:30 or
immediately after the ordinary scheme meeting,
if later, on Monday, 14 October
Scheme meeting of share option holders to be held at 11:00 or
immediately after the preference scheme meeting, if later,
on Monday, 14 October
Court hearing at 10:00 or so soon thereafter as Counsel
may be heard, to sanction the schemes on Tuesday, 22 October
Announcement on SENS notifying scheme members of,
inter alia, results of the schemes and the consideration
salient dates on Tuesday, 22 October
Press announcement notifying scheme members of, inter alia,
Results of the schemes and the consideration salient dates
published on Wednesday, 23 October
Order of Court sanctioning the schemes registered by the Registrar of
Companies on Thursday, 24 October
Last day to trade scheme shares in order to receive the scheme
consideration in the schemes on Friday, 25 October
Expected suspension of listing of HL&H shares on the JSE from the
commencement of trade on Monday, 28 October
Consideration record date to determine participation in the scheme
consideration on Friday, 1 November
Expected operative date of the schemes on or about Monday, 4 November
Scheme consideration cheques posted to certificated scheme
participants, deposited directly into scheme participants` bank accounts or
holders of dematerialised shares will have their accounts credited at their
Central Securities Depository Participants or institutional depository or
broker (if documents of tile or instruction to electronically deliver scheme
shares are received on or prior to the consideration record date or, failing
that, within five business days of receipt thereof by the transfer secretaries),
on or about (3) Monday, 4 November
Expected termination of listing of HL&H shares on the JSE with effect
from the commencement of trade on Tuesday, 5 November
Notes:
(1) These dates and times are subject to change. Any such changes will be
released on SENS and published in the press.
(2) If a form of proxy in respect of any scheme meeting is not received by the
time and date shown above, it may be handed to scrutineers of such meeting, no
later than 10 minutes before the commencement of the relevant meeting.
(3) Share certificates may not be dematerialised or rematerialised after Friday,
25 October 2002.
3. CIRCULAR TO HL&H SHAREHOLDERS
A circular to HL&H shareholders, containing detailed information regarding
the schemes and incorporating notices of the general meeting and scheme
meetings, will be posted to HL&H shareholders today.
Johannesburg
20 September 2002
Investment bank and
transactional sponsor
PSG INVESTMENT BANK
Sponsor
ENF SPONSOR (PTY) LTD
(Registration number 2000/027636/07
Merchant bank to HL&H
STANDARD CORPORATE AND MERCHANT BANK
(A division of The Standard Bank of South Africa)
(Registration number 1962/000738/06)
Corporate law advisers and consultants
EDWARD NATHAN & FRIEDLAND
Corporate law advisers and consultants
(Registration number 1999/026464/07)
Attorneys to the schemes
KNOWLESS HUSAIN INC
ATTORNEYS
(Registration number 2000/0000004/21)
Date: 20/09/2002 08:13:18 AM Produced by the JSE SENS Department
Hunt Leuchars & Hepburn Holdings Ltd - Order Of Court
Hunt Leuchars & Hepburn Holdings Ltd - Order Of Court
HUNT LEUCHARS & HEPBURN HOLDINGS LTD
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 25085/2002
Pretoria 17 September 2002
Before The Honourable Justice Hartzenberg
In the ex parte application of:
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED
(Registration number 1924/001164/06) Applicant
Upon the motion of Counsel for the Applicant and upon reading the Notice
of Motion and the other documents filed on record:
IT IS ORDERED THAT:
1. the share option scheme meeting ("the scheme meeting") in terms
of section 311(1) of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Act"), of the share option holders entitled to acquire
ordinary shares in the Applicant by virtue of options granted to them by
the trustees of the Hunt Leuchars & Hepburn Holdings Trust ("the
trustees"), recorded as such at 17:00 on Thursday, 10 October 2002 ("the
scheme members") be convened by the chairperson ("the chairperson")
referred to in paragraph 2 of this Order of Court ("this Order") to be
held at The Training Centre, The Court House, 2 Saxon Road, Sandhurst,
Sandton, on Monday, 14 October 2002 at 11:00 (or as soon thereafter as
the preference scheme meeting shall have concluded, if later), for the
purpose of considering and, if deemed fit, agreeing, with or without
modification, to the scheme of arrangement ("the scheme") proposed by
Industrial Partnership Investments Limited between the Applicant and the
scheme members, substantially in the form contained in Annexure D to the
founding affidavit in this matter;
2. Mr Johan Roodt (or failing him Paulus Petrus Johannes Coetser) be
and is hereby appointed as chairperson of the scheme meeting;
3. the chairperson is authorised to:
3.1 appoint scrutineers for the purpose of the scheme meeting or any
adjournment thereof;
3.2 determine the validity and acceptability of any form of proxy
submitted for use at the scheme meeting and/or any adjournment thereof
including permitting proxies to be submitted up to
10 minutes prior to any adjourned meeting even if a proxy was not
submitted for the original meeting;
3.3 adjourn or reschedule the scheme meeting 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 meeting and
any adjournment thereof;
4. the Applicant shall cause a notice convening the scheme meeting to
be published once in each of Business Day, Burger, Beeld and the
Government Gazette at least 14 (fourteen) days before the date of the
scheme meeting. The notice shall state:
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened in terms of this Order
to consider and, if deemed fit, agree, with or without modification, to
the scheme;
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 documents
referred to in paragraph 5 may be inspected during normal business hours
at any time prior to the scheme meeting at the offices of the Applicant
at 1st Floor, Kohler House, 4 Pybus Road, Wierda Valley, 2196, and at
the offices of the chairperson c/o Knowles Husain Incorporated, 4th
Floor, The Forum, 2 Maude Street, Sandown, Sandton, 2196 c/o Friedland
Hart Inc, 201 van der Stel Building, 179 Pretorius Street, (PO Box 1003,
Pretoria, 0001); 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 documents
referred to in paragraph 5 may be obtained free of charge on request
during normal business hours by any scheme member at the registered
office of the Applicant mentioned in paragraph 4.3;
5. copies of:
5.1 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;
5.2 the notice convening the scheme meeting substantially in the form
of the notice attached to the papers before this Honourable Court,
showing the time, date and place of the scheme meeting;
5.3 the form of proxy to be used at the scheme meeting; and
5.4 this Order of Court,
shall be sent by pre-paid registered post by the Applicant at least 14
(fourteen) days before the date of the scheme meeting to each of the
scheme members at their addresses as furnished to the trustees by the
close of business on a date not more than 4 (four) business days before
the date of such posting;
6. copies 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 this Court;
6.2 the notice convening the scheme meeting substantially in the form
of the notice attached to the papers before this Court;
6.3 a form of proxy; 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 Applicant
during normal business hours for at least 14 (fourteen) days prior to
the date of the scheme meeting;
7. the chairperson shall report the results of the scheme meeting to
this Court on Tuesday, 22 October 2002 at 10:00 or so soon thereafter as
Counsel may be heard;
8. the report required by this Court from the chairperson shall give
details of:
8.1 the number of scheme members present in person at the scheme
meeting (including those represented) and the number of ordinary shares
which they would be entitled to acquire in terms of the options held by
them;
8.2 the number of scheme members represented by proxy at the scheme
meeting and the number of ordinary shares which they would be entitled
to acquire in terms of the options held by them together with
information as to the numbers represented by the chairperson in terms of
proxies;
8.3 any proxies which have been disallowed and the reasons therefor;
8.4 all resolutions passed at the 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;
8.5 all rulings made and directions given by the chairperson at the
scheme meeting;
8.6 the relevant portions of documents and reports submitted or
tabled at the scheme meeting which bear on the merits or demerits of the
scheme, including copies thereof; and
8.7 the main points of any other proposals which were submitted to
the meeting;
9. the Applicant shall arrange to make available at the places
mentioned in paragraph 4.3 (and the notice of the scheme meeting which
is published and sent to scheme members 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 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;
10. any scheme member wishing to vote by proxy should tender as his
proxy a form of proxy. The form of proxy must be completed and returned
in accordance with the instructions therein to the Company Secretary,
Hunt Leuchars & Hepburn Holdings Limited, 1st Floor, Kohler House, 4
Pybus Road, Wierda Valley, Sandton, 2196 (PO Box 47, Johannesburg, 2000)
to be received by no later than 11:00 on Friday, 11 October 2002. If a
form of proxy for the scheme meeting is not received by the appropriate
time set out above, it may be handed to the scrutineers not less than 10
(ten) minutes before the commencement of such scheme meeting; and
11. for the purposes of voting at the scheme meeting only, each
scheme member will be entitled to one vote in respect of each share
which such member has an option to acquire in the Applicant.
By Order of the Court
Registrar
KNOWLES HUSAIN INC.
4th Floor, The Forum
2 Maude Street
Sandown
Sandton, 2196
PO Box 782687, Sandton, 2146
c/o Friedland Hart Inc
201 van der Stel Building
179 Pretorius Street
PO Box 1003, Pretoria, 0001
Date: 20/09/2002 08:14:30 AM Produced by the JSE SENS Department
Hunt Leuchars & Hepburn Holdings Limited - Notice Of The Scheme Meeting
Hunt Leuchars & Hepburn Holdings Limited - Notice Of The Scheme Meeting
Hunt Leuchars & Hepburn Holdings Limited
IN THE HIGH COURT OF SOUTH AFRICA
(Transvaal Provincial Division) Case number: 25085/2002
In the ex parte application of:
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED Applicant
(Registration number 1924/001164/06)
1. Under authority of an Order of the High Court of South Africa (Transvaal
Provincial Division) ("the Court") issued in the above matter on Tuesday, 17
September 2002, this notice serves to convene a meeting of share option holders
(granted options by the Hunt Leuchars & Hepburn Holdings Trust to acquire
ordinary shares in the Applicant) at the close of business on Thursday, 10
October 2002 ("the scheme members") ("the scheme meeting").
2. The scheme meeting will be held at 11:00 (or as soon thereafter as the
preference scheme meeting shall have concluded, if later) on Monday, 14 October
2002 at The Training Centre, The Court House, 2 Saxon Road, Sandhurst, Sandton.
Mr Johan Roodt (or failing him, Paulus Petrus Johannes Coetser) has been
appointed by the Court as chairperson and the chairperson`s address is c/o
Knowles Husain Inc., 4th Floor, The Forum, 2 Maude Street, Sandown, Sandton,
2196 (PO Box 782687, Sandton, 2146) c/o Friedland Hart Inc, 201 van der Stel
Building, 179 Pretorius Street, Pretoria (PO Box 1003, Pretoria, 0001).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification) to the scheme of arrangement ("the scheme")
proposed between the Applicant and the trustees of the share option scheme and
the scheme members. The basic characteristic of the scheme is that, subject to
the fulfilment of certain conditions precedent which are stated in paragraph 5
of the scheme, share options will be acquired in consideration of the payment of
a net consideration to share option holders holding share options on the
consideration record date, which is expected to be Friday, 1 November 2002,
being the difference between the relevant scheme consideration and the share
option strike price (after deduction of PAYE).
4. A copy of the scheme, the statement in terms of section 312(1) of the
Companies Act, 1973 (Act 61 of 1973), as amended, which explains the scheme,
this notice, and the Order of Court convening the scheme meeting have been sent
to scheme members. Scheme members may, during normal business hours, inspect or
obtain a copy of those documents free of charge at the Applicant`s registered
address, namely 1st Floor, Kohler House, 4 Pybus Road, Wierda Valley, 2196 and
may inspect them at the chairperson`s address as referred to above. Each scheme
member may personally or through a proxy attend, speak and vote at the scheme
meeting. An acceptable proxy, duly signed, must be received at the office of the
transfer secretaries namely Computershare Investor Services Limited, 2nd Floor,
Edura, 41 Fox Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to
be received by not later than 11:00 on Friday, 11 October 2002 or handed to the
scrutineers not later than 10 (ten) minutes before the time of the commencement
of the scheme meeting.
5. The Order of Court convening the scheme meeting requires the chairperson
to report on the scheme meeting to the above Honourable Court at 10:00 or as
soon thereafter as Counsel may be heard on Tuesday, 22 October 2002. During
normal business hours in the week preceding that date a free copy of the
chairperson`s report to Court will be available to any scheme member at the
chairperson`s office and the Applicant`s registered office.
DATED at JOHANNESBURG this 17th day of September 2002.
Johan Roodt
Chairperson of the scheme meeting
Applicant`s attorneys
KNOWLES HUSAIN INC.
4th Floor, The Forum
2 Maude Street
Sandown
Sandton, 2196
PO Box 782687, Sandton, 2146
c/o Friedland Hart Inc
201 van der Stel Building
179 Pretorius Street
Pretoria
PO Box 1003, Pretoria, 0001
Date: 20/09/2002 08:15:40 AM Produced by the JSE SENS Department
Hunt Leuchars & Hepburn Holdings Limited - Notice Of Scheme Meetings
Hunt Leuchars & Hepburn Holdings Limited - Notice Of Scheme Meetings
Hunt Leuchars & Hepburn Holdings Limited
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 25086/2002
In the ex parte application of:
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED Applicant
(Registration number 1924/001164/06)
1. Under authority of an Order of the High Court of South Africa (Transvaal
Provincial Division) ("the Court") issued in the above matter on Tuesday, 17
September 2002, this notice serves to convene separate meetings of ordinary
members and preference members of the Applicant who are registered as such at
the close of business on Thursday, 10 October 2002 (other than Industrial
Partnership Investments Limited ("IPI") and Entek Investments Limited ("Entek")
("the scheme members") ("the scheme meetings").
2. The scheme meetings will be held at 10:00 and 10:30 (or as soon thereafter
as the ordinary scheme meeting shall have concluded, if later), respectively, on
Monday, 14 October 2002 at The Training Centre, The Court House, 2 Saxon Road,
Sandhurst, Sandton. Mr Johan Roodt (or failing him, Paulus Petrus Johannes
Coetser) has been appointed by the Court as chairperson and the chairperson`s
address is c/o Knowles Husain Inc., 4th Floor, The Forum, 2 Maude Street,
Sandown, Sandton, 2196 (PO Box 782687, Sandton, 2146) c/o Friedland Hart Inc,
201 van der Stel Building, 179 Pretorius Street, Pretoria (PO Box 1003,
Pretoria, 0001).
3. The purpose of the scheme meetings is to consider and, if deemed fit, to
agree (with or without modification) to schemes of arrangement ("the schemes")
proposed between the Applicant and its ordinary and preference shareholders,
other than IPI. The basic characteristic of the schemes is that, subject to the
fulfilment of certain conditions precedent which are stated in paragraph 7 of
the schemes, IPI will acquire all of the HL&H shares held by Entek and scheme
members who are registered shareholders of HL&H on the consideration record date
(as referred to in the circular which has been sent to scheme members) and which
is expected to be Friday, 1 November 2002, at a price of 957 cents per ordinary
share and 997 per preference share.
4. A copy of the schemes, the statement in terms of section 312(1) of the
Companies Act, 1973 (Act 61 of 1973), as amended, which explains the schemes,
this notice and the Order of Court convening the scheme meetings have been sent
to scheme members. Scheme members may, during normal business hours, inspect or
obtain a copy of those documents free of charge at the Applicant`s registered
address, namely 1st Floor, Kohler House, 4 Pybus Road, Wierda Valley, 2196 and
may inspect them at the Chairperson`s address as referred to above. Each scheme
member may personally or through a proxy attend, speak and vote at the scheme
meetings. An acceptable proxy, duly signed, must be received at the office of
the transfer secretaries namely Computershare Investor Services Limited, 2nd
Floor, Edura, 41 Fox Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107) to be received by no later than 10:00 and 10:30, respectively, on Friday,
11 October 2002 or handed to the scrutineers not later than 10 (ten) minutes
before the time of the commencement of the scheme meetings.
5. The Order of Court convening the scheme meetings requires the chairperson
to report on the scheme meetings to the above Honourable Court at 10:00 or as
soon thereafter as Counsel may be heard on Tuesday, 22 October 2002. During
normal business hours in the week preceding that date a free copy of the
chairperson`s report to Court will be available to any scheme member at the
chairperson`s office and the Applicant`s registered office.
6. Where there are joint holders of any of the Applicant`s shares, any one of
such persons may vote at the scheme meetings 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 meetings, that one of the said persons
whose name stands first in the register in respect of such shares or his proxy,
as the case may be, shall alone be entitled to vote in respect thereof, as if
they were the sole holder of such shares.
DATED at JOHANNESBURG this 17th day of September 2002.
Johan Roodt
Chairperson of the scheme meeting
Applicant`s attorneys
KNOWLES HUSAIN INC.
4th Floor, The Forum
2 Maude Street
Sandown
Sandton, 2196
PO Box 782687, Sandton, 2146
c/o Friedland Hart Inc
201 van der Stel Building
179 Pretorius Street
Pretoria
PO Box 1003, Pretoria, 0001
Date: 20/09/2002 08:16:38 AM Produced by the JSE SENS Department
Hunt Leuchars & Hepburn Holdings Limited - Order Of Court
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED - ORDER OF COURT
Order of Court
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 25086/2002
Pretoria, 17 September 2002
Before the Honourable Mr Justice Hartzenberg
In the ex parte application of:
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED Applicant
(Registration number 1924/001164/06)
Upon the motion of Counsel for the Applicant and upon reading the Notice of
Motion and the other documents filed on record:
IT IS ORDERED THAT:
1. Ordinary and preference scheme 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 ordinary shareholders of the Applicant (other than Industrial
Partnership Investments Limited ("IPI") and Entek Investments Limited ("Entek"))
("the ordinary scheme members") and the preference shareholders of the Applicant
(other than IPI and Entek) ("the preference scheme members") registered as such
at 17:00 on Thursday, 10 October 2002 ("the scheme members") be convened by the
chairperson ("the chairperson") referred to in paragraph 2 of this Order of
Court ("this Order") to be held at The Training Centre, The Court House, 2 Saxon
Road, Sandhurst, Sandton, on Monday, 14 October 2002 at 10:00 and 10:30 (or as
soon thereafter as the ordinary scheme meeting shall have concluded, if later),
for the purpose of considering and, if deemed fit, agreeing, with or without
modification, to the schemes of arrangement ("the schemes") proposed by IPI
between the Applicant and its ordinary shareholders and preference shareholders
(in both cases other than IPI), respectively, substantially in the form
contained in Annexure D to the founding affidavit in this matter;
2. Mr Johan Roodt (or failing him Paulus Petrus Johannes Coetser) 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 or any
adjournment thereof;
3.2 determine the validity and acceptability of any form of proxy submitted
for use at the scheme meetings and/or any adjournment thereof including
permitting proxies to be submitted up to 10 minutes prior to any adjourned
meeting even if a proxy was not submitted for the original meeting;
3.3 adjourn or reschedule 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 Applicant shall cause a notice convening the scheme meetings to be
published once in each of Business Day, Burger, Beeld and the Government Gazette
at least 14 (fourteen) days 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, with or without modification, to the
schemes;
4.3 that a copy of this Order, the schemes and the explanatory statement in
terms of section 312(1) of the Act and the documents referred to in paragraph 5
may be inspected during normal business hours at any time prior to the scheme
meetings at the offices of the Applicant at 1st Floor, Kohler House, 4 Pybus
Road, Wierda Valley, 2196, and at the offices of the chairperson c/o Knowles
Husain Incorporated, 4th Floor, The Forum, 2 Maude Street, Sandown, Sandton,
2196 c/o Friedland Hart Inc, 201 van der Stel Building, 179 Pretorius Street,
(PO Box 1003, Pretoria, 0001); and
4.4 that a copy of this Order, the schemes and the explanatory statement in
terms of section 312(1) of the Act and the documents referred to in paragraph 5
may be obtained free of charge on request during normal business hours by any
scheme member at the registered office of the Applicant mentioned in paragraph
4.3 of this Order;
5. copies of:
5.1 the schemes and the explanatory statement in terms of section 312(1) of
the Act substantially in the form of the schemes and explanatory statement
attached to the papers before this Honourable Court;
5.2 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;
5.3 the form of proxy to be used at the scheme meetings; and
5.4 this Order of Court, shall be sent by pre-paid registered post by the
Applicant at least 14 (fourteen) days before the date of the scheme meetings to
each ordinary and preference shareholder of the Applicant at their addresses as
reflected in the Applicant`s register of members at the close of business on a
date not more than 4 (four) business days before the date of such posting and in
respect of holders of dematerialised shares, at the addresses as notified by
STRATE to the Applicant`s transfer secretaries on a date not more than 4 (four)
business days before the date of such posting;
6. copies of:
6.1 the schemes and the explanatory statement in terms of section 312(1) of
the Act substantially in the form of the explanatory statement and the schemes
attached to the papers before this Court;
6.2 the notice convening the scheme meetings substantially in the form of the
notice attached to the papers before this Court;
6.3 form of proxy; 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
Applicant during normal business hours for at least 14 (fourteen) days prior to
the date of the scheme meetings;
7. the chairperson shall report the results of the scheme meetings to this
Court on Tuesday, 22 October 2002 at 10:00 or so soon thereafter as Counsel may
be heard;
8. the report required by this Court from the chairperson shall give details
of:
8.1 the number of scheme members present in person at the scheme meetings
(including those represented) and the number of shares held by them;
8.2 the number of scheme members represented by proxy at the scheme meetings
and the number of shares held by them together with information as to the
numbers represented by the chairperson in terms of proxies;
8.3 any proxies which have been disallowed and the reasons therefor;
8.4 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;
8.5 all rulings made and directions given by the chairperson at the scheme
meetings;
8.6 the relevant portions of documents and reports submitted or tabled at the
scheme meetings which bear on the merits or demerits of the schemes, including
copies thereof; and
8.7 the main points of any other proposals which were submitted to the
meetings;
9. the Applicant 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 scheme members 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 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;
10. any scheme member wishing to vote by proxy should tender as his proxy a
form of proxy. The form of proxy must be completed and returned in accordance
with the instructions therein to the Applicant`s transfer secretaries, namely,
Computershare Investor Services, 2nd Floor, Edura, 41 Fox Street, Johannesburg,
2001 (PO Box 61051, Marshalltown, 2107) to be received by no later than 10:00 in
the case of ordinary scheme members and 10:30 in the case of preference scheme
members on Friday, 11 October 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
scrutineers not less than 10 (ten) minutes before the commencement of such
scheme meetings; and
11. the holders of shares in Hunt Leuchars & Hepburn Holdings Limited which
have been dematerialised and are held on the sub-register other than on an "own-
name registration" basis who wish to attend the scheme meetings or to vote by
way of proxy, must contact their Central Securities Depository Participant
("CSDP") or institutional depository or broker who will furnish them with the
necessary authority to attend the relevant scheme meeting or to be represented
thereat by proxy. This must be done in terms of the agreement between the member
and his CSDP or institutional depository or broker.
By Order of the Court
Registrar
KNOWLES HUSAIN INC.
4th Floor, The Forum
2 Maude Street
Sandown
Sandton, 2196
PO Box 782687, Sandton, 2146
c/o Friedland Hart Inc
201 van der Stel Building
179 Pretorius Street
PO Box 1003, Pretoria, 0001
Date: 20/09/2002 08:17:34 AM Produced by the JSE SENS Department
