| Wed 30 Oct 2002, 16:44 | | Caxton Publishers and Printers Limited - NOTICE OF |
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Caxton Publishers and Printers Limited - NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 02/20327
In the ex parte application of:
CAXTON PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa) Applicant
(Registration number 1947/025989/06)
1. Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("the Court") issued in the above matter on Tuesday, 29 October
2002, this notice serves to convene a meeting of ordinary members of the
Applicant (other than CTP Holdings Limited ("CTP")) who are registered as such
at the close of business on Thursday, 21 November 2002 ("the scheme members")
("the scheme meeting").
2. The scheme meeting will be held at 10:00 on Monday, 25 November 2002 in the
boardroom, Caxton House, 368 Jan Smuts Avenue, Craighall Park, Johannesburg. Mr
Arthur Jacob Aaron has been appointed by the Court as chairperson and the
chairperson`s address is c/o Werksmans, 155 - 5th Street, Sandown, Sandton.
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 by CTP between the Applicant and its ordinary members, other than CTP.
The object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 7 of the scheme, CTP will
acquire all of the Applicant`s shares held by scheme members who are registered
shareholders of the Applicant 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, 20 December 2002 ("the scheme record date"). In terms of the scheme,
the scheme participants will automatically receive a cash consideration of 410
cents per share unless scheme participants elect on or before 16:00 on Friday,
20 December 2002 to receive shares in CTP, credited as fully paid, in the ratio
of 8,1 existing CTP shares (or 81 CTP shares after the proposed 10-for-1 share
sub-division which will be effective prior to the implementation of the scheme)
for every 100 shares in the Applicant held on the scheme record date in respect
of all (but not part) of their shares.
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, the approved form of proxy 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 these documents free of
charge at the Applicant`s business address, Caxton House, 368 Jan Smuts Avenue,
Craighall Park, Johannesburg, the Applicant`s registered office c/o Kenneth John
Bownass, 1 Blumberg Street, Industria West, Johannesburg 2092, or from the
office of the chairperson, c/o Werksmans Incorporated, 155 - 5th Street,
Sandown, Sandton. 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, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box
1053, Johannesburg, 2000) to be received by not later than 10:00 on Friday, 22
November 2002 or handed to the chairperson 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, 3 December 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 and business address referred to in
4.
6. 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 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 29th day of October 2002
Arthur Jacob Aaron
Chairperson of the scheme meeting
FLUXMANS INCORPORATED
4th Floor, Baker Square West
33 Baker Street, Rosebank, 2196
Johannesburg
Private Bag X41
Saxonwold, 2132
DX 54, Johannesburg
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell/78431
Date: 30/10/2002 04:31:00 PM Produced by the JSE SENS Department
