| Wed 5 Feb 2003, 10:21 | | WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED - NOTI |
|
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number: 2616/2003
In the ex parte application of:
WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED Applicant
(Registration number 1996/001291/06)
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, 4
February 2003, this notice serves to convene a meeting (the "scheme meeting") of
B ordinary shareholders of the Applicant ("scheme members") other than The
WIPHOLD Investment Trust ("WIPHOLD Investment Trust"), Old Mutual (South Africa)
Limited and its wholly-owned subsidiaries ("Old Mutual"), the Women Investment
Portfolio Holdings Limited Share Trust ("WIPHOLD Share Trust"), Gloria Tomatoe
Serobe ("Serobe") (unless Serobe ceases to be employed by the Applicant or its
subsidiaries (the "WIPHOLD group") prior to the taking of the vote at the scheme
meeting referred to in paragraph 2 hereof in which event Serobe shall also be a
scheme member), Louisa Madiako Mojela ("Mojela") (unless Mojela ceases to be
employed by a member of the WIPHOLD group prior to the taking of the vote at the
scheme meeting referred to in paragraph 2 hereof in which event Mojela shall
also be a scheme member) and each key executive, if any, of the WIPHOLD group in
respect of whom a written determination has been made prior to the date of the
scheme meeting referred to in paragraph 2 hereof that she will be entitled to
subscribe for B shares in the Applicant after the operative date (unless such
key executive ceases to be employed by a member of the WIPHOLD group prior to
the taking of the vote at the scheme meeting referred to in paragraph 2 hereof
in which event such key executive shall also be a scheme member) (the "excluded
voting shareholders").
2. The scheme meeting will be held at 10:00 on Monday, 10 March 2003 at the
offices of the Applicant, 61 Central Street, Houghton, Johannesburg, 2198. Mr
Derek Henry Rabin (or failing him, either Mr Jankie Madimetsa Mokonyane or Mr
Howard Pelkowitz) has been appointed by the Court as chairman. Mr Rabin`s
offices are at c/o Knowles Husain Lindsay Inc., 4th Floor, The Forum, 2 Maude
Street, Sandown, Sandton, 2196 (PO Box 782687, Sandton, 2146). Mr Mokonyane`s
and Mr Pelkowitz`s offices are at c/o Knowles Husain Lindsay Inc., 4th Floor,
The Forum, 2 Maude Street, Sandown, Sandton, 2196 (PO Box 782687, Sandton,
2146).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification) to a scheme of arrangement (the "scheme")
proposed between the Applicant and its B shareholders other than WIPHOLD
Investment Trust, Old Mutual, the WIPHOLD Share Trust, Serobe (unless Serobe
ceases to be employed by the WIPHOLD group prior to the operative date of the
scheme (the "operative date"), in which event she will become a scheme
participant), Mojela (unless Mojela ceases to be employed by the WIPHOLD group
prior to the operative date, in which event she will become a scheme
participant) and each key executive, if any, of the WIPHOLD group in respect of
whom a written determination has been made prior to the date of the scheme
meeting referred to in paragraph 2 hereof that she will be entitled to subscribe
for B shares in the Applicant after the operative date (unless such key
executive ceases to be employed by the WIPHOLD group prior to the operative
date, in which event she will become a scheme participant) (the "scheme
participants"). The basic characteristic of the scheme is that, subject to the
fulfilment of certain conditions precedent which are stated in paragraph 7 of
the scheme, the Applicant will buy-back all the B ordinary shares in its issued
share capital held by scheme participants who are registered shareholders of the
Applicant on the consideration record date (as referred to in the circular which
has been sent to shareholders, which date is expected to be Friday, 28 March
2003) at a purchase price of 200 (two hundred) cents for every B share held by a
scheme participant. The scheme participants will also include the estates of any
deceased beneficiaries of WIPHOLD Investment Trust who die prior to 31 March
2003, upon registration in the name of such estates of the B shares accruing to
such estates as a result of such death (pursuant to the terms of the trust deed
of WIPHOLD Investment Trust), who will be entitled to receive the scheme
consideration and who will be deemed, with effect from the operative date to
have sold such shares to WIPHOLD, even if such shares are not yet registered in
the names of such estates by the operative date.
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 the Court convening the scheme meeting have been
sent to shareholders. Shareholders may, during normal business hours, inspect or
obtain a copy of those documents free of charge at the Applicant`s registered
address, namely 61 Central Street, Houghton, Johannesburg, 2198, and may inspect
them at the chairman`s address as referred to above.
5. Each scheme member may personally or through proxy attend, speak and vote
at the scheme meeting. An acceptable proxy, duly signed, must be received at the
offices of the transfer secretaries, Computershare Investor Services Limited,
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 or handed to the scrutineers not later than 10 (ten) minutes before the
time for commencement of the scheme meeting. Scheme members who hold their B
shares in dematerialised form (other than on an "own name registration" basis,
who may personally or through proxy attend, speak and vote at the scheme
meeting) who wish to attend the scheme meeting or have a proxy lodged recording
how they want to vote must contact their CSDP or broker who will provide them
with the necessary authority to attend the scheme meeting or to be represented
thereat by proxy.
6. The Order of Court requires the chairman of the scheme meeting to report
on the scheme meeting to the above Honourable Court at 10:00 or so soon
thereafter as the matter may be called by the Court on Tuesday, 18 March 2003.
During normal business hours in the week preceding that date a free copy of the
chairman`s report to Court will be available to any scheme member at the
chairman`s office at the chairman`s address referred to above and at the
Applicant`s registered address.
7. Where there are joint holders of any of the Applicant`s B shares, any one
of such persons may vote at the scheme meeting in respect of such B shares as if
she 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 B shares or her proxy, as
the case may be, shall alone be entitled to vote in respect thereof, as if she
were the sole holder of such B shares.
DATED at SANDTON this 5th day of February 2003.
Derek Henry Rabin
Chairman of the Scheme Meeting
KNOWLES HUSAIN LINDSAY INC.
Applicant`s Attorneys
4th Floor, The Forum
2 Maude Street
Sandton, 2196
PO Box 782687, Sandton, 2146
Ref: Mr E N Knowles
c/o Friedland Hart Inc.
201 Van der Stel Building
179 Pretorius Street, 0002
PO Box 1003, Pretoria, 0001
Date: 05/02/2003 07:02:00 AM Produced by the JSE SENS Department
