| Fri 20 Dec 2002, 17:32 | | Primegro Properties Limited - Notice Of Class A De |
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Primegro Properties Limited - Notice Of Class A Debenture Scheme Meeting
Release Date: 20/12/2002 17:26:06 Code(s): PMG
Primegro Properties Limited - Notice Of Class A Debenture Scheme Meeting
NOTICE OF CLASS A DEBENTURE SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA (TRANSVAAL PROVINCIAL DIVISION)
In the ex parte application of: Case number: 35176/2002
Primegro Properties Limited
(Incorporated in the Republic of South Africa) ("the Applicant")
(Registration number 1998/018436/06)
Share Code: PMG
ISIN Code: ZAE000022620
Notice is hereby given that in terms of an order of Court dated 19 December 2002
in the above matter ("the order"), the High Court of South Africa (Transvaal
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 Class A
debenture scheme meeting") be convened by the Applicant under the chairmanship
of Advocate Clive Cohen SC or, failing him, Advocate Alan Horwitz SC, or failing
him, an independent attorney or advocate nominated by Bowman Gilfillan
Incorporated ("the Chairperson"), for the purpose described below.
In terms of the order, a meeting of the holders of Class A debentures of the
Applicant ("the Class A debenture scheme members") will be held at 09:00 on
Friday, 17 January 2003 in the Main Boardroom at the registered office of
Applicant, situated at 18 Rivonia Road, Illovo, Sandton, for the purpose of
considering and, if deemed fit, agreeing to with or without modification, the
Class A debenture scheme of arrangement dated 20 December 2002 ("the Class A
debenture scheme") proposed by Cape of Good Hope Bank Limited (Registration
Number 1958/000018/06) ("CGHB") between the Applicant and the Class A debenture
scheme members, as creditors.
The basic characteristic of the Class A debenture scheme is that upon
implementation, CGHB shall acquire all the Class A debentures in the Applicant
held by the Applicant`s Class A debenture holders ("Class A debenture scheme
participants"), on the record date (as referred to in the document which has
been sent to Class A debenture scheme members), which is expected to be Friday,
31 January 2003, for a cash amount equal to 27,22 cents in cash per Class A
debenture held, if such Class A debenture is of the first tranche of the Class A
debentures issued by the Applicant, which first tranche was issued on 22
November 1999 for an aggregate nominal value of R162 622 443, ("Tranche One
Class A debenture holders"); or 31,75 cents in cash per Class A debenture held,
if such Class A debenture is of the second tranche of the Class A debentures
issued by the Applicant, which second tranche was issued on 22 November 2000 for
an aggregate nominal value of R95 896 831, ("Tranche Two Class A debenture
holders"), or a combination of both, in the event that they are holders of both
tranches of class A debentures, plus an additional amount thereon calculated at
a rate of 14,97858% per annum in respect of the short-term payments payable on
the Tranche One Class A debentures on 22 November 2003 and the short-term
payments payable on the Tranche Two Class A debentures on 22 November 2003 and
22 November 2004; and at a rate of 16,85222% per annum in respect of the long-
term payments payable on the Tranche One Class A debentures on 22 November 2009
and the long-term payments payable on the Tranche Two Class A debentures on 22
November 2010, for the period from and including 1 December 2002 to the date
upon which payment is made available in terms of the scheme to scheme
participants which is expected to be on Monday, 3 February 2003.
The consideration will be paid by CGHB to Primegro (on behalf of the Class A
debenture scheme participants).
Copies of the Class A debenture scheme, and the explanatory statement in terms
of section 312(1) and (2) of the Companies Act, explaining the Class A debenture
scheme, as well as the order authorising the convening of the Class A debenture
scheme meeting, may, on request by any Class A debenture scheme member, during
normal business hours, at any time prior to the Class A debenture scheme
meeting, be inspected at or obtained free of charge from the registered office
of the Applicant, c/o the Company Secretary at 18 Rivonia Road, Illovo, Sandton.
Each of the Class A debenture scheme members registered as such at the close of
business on Monday, 13 January 2003 may attend, speak and vote in person at the
Class A debenture scheme meeting or may appoint any other person or persons (who
need not be Class A debenture scheme members) as a proxy to attend, speak and
vote in such Class A debenture scheme member`s place.
Forms of proxy may be obtained on request from the Applicant`s abovementioned
registered office.
Each signed form of proxy (pink) must be lodged with or posted to the transfer
secretaries of Primegro, namely Ultra Registrars (Proprietary) Limited, 11
Diagonal Street, Johannesburg, (PO Box 4844, Johannesburg, 2000) to be received
by not later than 11:00 on Monday, 13 January 2003 or handed to the chairman of
the Class A debenture scheme meeting not later than 10 (ten) minutes before the
time for which the Class A debenture scheme meeting is due to commence at 09:00
on Friday, 17 January 2003.
The chairman will report the results of the meeting to the Court at 10:00 on
Tuesday, 28 January 2003, or as soon thereafter as Counsel may be heard. A copy
of the chairman`s report to the Court will be available (free of charge) to any
Class A debenture scheme member at the abovementioned registered office of the
Applicant during normal business hours at least 7 calendar days before the date
on which the chairman reports back to the Court.
APPLICANT`S ATTORNEYS
Jowell Glyn & Marais Inc.
Jowell Glyn & Marais House
4th Floor
72 Grayston Drive
Sandown
PO Box 652361
BENMORE 2010
Telephone: (011) 784-4200
Telefax: (011) 784-4215
Ref: Mr R Smith/Ms A Maimonis
c/o Newtons Attorneys
2nd Floor (Lobby 3)
Bank Forum Building
337 Bronkhorst Street
Brooklyn
PRETORIA 0001
Tel : (012) 460-9550
Fax :(012) 460-9491
Date: 20/12/2002 05:26:00 PM Produced by the JSE SENS Department
