| Fri 4 Oct 2002, 17:56 | | Masonite - Notice of scheme meeting |
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MASONITE (AFRICA) LIMITED
Notice of scheme meeting
(Natal Provincial Division) Case number 3404/02
Pietermaritzburg, Thursday, 3 October 2002
Before the Honourable Justice Moleko
In the ex parte application of
MASONITE (AFRICA) LIMITED Applicant
(Registration number 1942/015502/06)
Share code: MAS ISIN: ZAE000004289
("Masonite" or "the Applicant")
NOTICE OF A SCHEME MEETING OF THE HOLDERS OTHER THAN MASONITE
INTERNATIONAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY, MASONITE
CORPORATION (COLLECTIVELY, "MIC") AND THE HOLDERS OF ORDINARY SHARES OF
50 CENTS EACH IN THE APPLICANT
Under authority of an Order of the High Court of South Africa (Natal
Provincial Division) ("the Court") issued in the above matter on
Thursday, 3 October 2002, this notice serves to convene a meeting ("the
scheme meeting") of shareholders of the Applicant, other than MIC, who
are recorded on the register at the close of business on Thursday, 24
October 2002 ("the scheme members").
The scheme meeting is to be held at 10:45 (or so soon thereafter as
the general meeting of shareholders of the Applicant convened to be held
at 10:30 on the same date at the same venue shall have been concluded)
in the boardroom, 13th Floor, Nedbank Centre, Durban Club Place, Durban,
on Monday, 28 October 2002 under the chairmanship of Johan Izak Strauss
or failing him, any other independent attorney or advocate nominated for
that purpose by Cox Yeats Attorneys.
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 MIC, the Applicant and Express Model Trading 283
(Proprietary) Limited to be renamed Masonite Investment Company
("Minco") between the Applicant and the scheme members. Its basic
characteristic is that, subject to the fulfilment of certain conditions
precedent which are stated in paragraph 6.4 of the scheme, MIC, the
Applicant and Minco will acquire all the issued shares of the scheme
members in Masonite for a cash consideration of 1 200 cents per share.
A copy of the scheme, the explanatory statement in terms of section
312(1) of the Companies Act, No. 61 of 1973, as amended, which explains
the scheme, this notice, the approved form of proxy, the approved form
of surrender and the Order of the Court convening the scheme meeting
will be sent to the scheme members at least 21 (twenty-one) days before
the date of the scheme meeting. Scheme members may, during normal
business hours at any time prior to the scheme meeting, inspect and
obtain a copy of those documents free of charge at the Applicant`s
corporate office, 14th Floor, Nedbank Centre, Durban Club Place, Durban.
Each scheme member may personally or through a proxy attend, speak
and vote, or abstain from voting, at the scheme meeting. A proxy need
not be a shareholder of the Applicant. An acceptable form of proxy duly
signed, must be received by Computershare Investor Services Limited,
care of Georgeson Shareholder, 108 Johan Avenue, Sandton (PO Box 652000,
Benmore, 2010), by no later than 10:45 on Friday, 25 October 2002.
Holders of dematerialised scheme shares must inform their Central
Securities Depository Participant ("CSDP") or broker of their intention
to attend the scheme meeting and request their CSDP to issue them with
the necessary authorisation to attend the scheme meeting in person or
provide their CSDP with their voting instructions should they not wish
to attend the scheme meeting in person.
The Order of Court requires the Chairperson to report on the scheme
meeting to the above Honourable Court at 09:30 or as soon thereafter as
Counsel may be heard on Tuesday, 5 November 2002. During normal business
hours for at least 1 (one) week prior to that date, a free copy of the
Chairperson`s report to the Court will be available to any scheme member
at the abovementioned corporate office of the Applicant and at the
Chairperson`s office, 162 Ridge Road, Berea, Durban 4001.
Where there are joint holders of any of the Applicant`s shares, any
one of such persons may vote at the scheme meeting 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 meeting, that
the person 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 he were the sole holder of such shares.
Johan Izak Strauss
Chairperson of the scheme meeting
162 Ridge Road
Berea
Durban 4001
Date: 04/10/2002 05:45:00 PM Produced by the JSE SENS Department
