| Wed 5 Feb 2003, 10:16 | | WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED - ORDE |
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(Registration number 1996/001291/06)
ORDER OF COURT IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 2616/2003
Pretoria, 4 February 2003
Before the Honourable Mr Justice Hartzenberg
In the ex parte application of:
WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED Applicant
(Registration number 1996/001291/06)
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. a 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 B ordinary
shareholders of the Applicant (other than The WIPHOLD Investment Trust ("WIPHOLD
Investment Trust"), Old Mutual (South Africa) Limited and its wholly owned
subsidiaries ("Old Mutual"), Gloria Tomatoe Serobe ("Serobe") (unless Serobe
ceases to be an employee of the Applicant or its subsidiaries (the "WIPHOLD
group") prior to a taking of the vote at the scheme meeting), Louisa Madiako
Mojela ("Mojela") (unless Mojela ceases to be an employee of the WIPHOLD group
prior to a taking of the vote at the scheme meeting), each key executive of the
WIPHOLD group in respect of whom a determination (made in writing by the
Proposer of the scheme prior to the taking of the vote at the scheme meeting)
has been made that she will be entitled to subscribe for shares of the Applicant
after the operative date of the scheme and The Women Investment Portfolio
Holdings Limited Share Trust), registered as such at 17:00 on Thursday, 6 March
2003 ("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 offices of the Applicant, 61 Central Street, Houghton, Johannesburg on
Monday, 10 March 2003 at 10:00, for the purpose of considering and, if deemed
fit, agreeing, with or without modification, to the scheme of arrangement ("the
scheme") proposed by The WIPHOLD Investment Trust, Old Mutual, Serobe and Mojela
between the Applicant and the scheme participants, substantially in the form
contained in Annexure D to the founding affidavit in this matter;
2. Mr Derek Henry Rabin (or failing him, either Mr Jankie Madimetsa Mokonyane
or Mr Howard Pelkowitz) 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, 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 3
may be inspected during normal business hours at any time prior to the scheme
meeting at the offices of the Applicant at 61 Central Street, Houghton,
Johannesburg, 2198 and at the offices of the chairperson c/o Knowles Husain
Lindsay Incorporated, 4th Floor, The Forum, 2 Maude Street, Sandown, Sandton,
2196; 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 3
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 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 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;
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, 18 March 2003 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 shares held by them;
8.2 the number of scheme members represented by proxy at the scheme meeting
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 therefore;
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 of this Order (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 Applicant`s transfer secretaries, namely,
Computershare Investor Services, Ground Floor, 70 Marshall Street, Johannesburg,
2001 (PO Box 61051, Marshalltown, 2107) to be received by not later than 10:30
on Friday, 7 March 2003. 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. the holders of B shares in the Applicant, 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 meeting or to vote by way of proxy, must contact
their CSDP 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/her CSDP,
institutional depository or broker.
By Order of the Court
Registrar
KNOWLES HUSAIN LINDSAY INC.
4th Floor, The Forum c/o Friedland Hart Inc.
2 Maude Street 201 Van Der Stel Building
Sandown 179 Pretorius Street
Sandton, 2196 Pretoria, 0002
PO Box 728687, PO Box 1003, Pretoria, 0001
Sandton, 2146 Tel: (012) 326 3331
Ref: Mr E N Knowles Fax: (012) 324 2178
Date: 05/02/2003 07:30:00 AM Produced by the JSE SENS Department
