| Thu 20 Feb 2003, 10:43 | | Profurn Limited - Notice Of Scheme Meeting |
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Profurn Limited - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 03/03135
(Witwatersrand Local Division)
In the ex parte application of
PROFURN LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
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, 18 February 2003, this notice serves to convene a meeting of ordinary
members of the Applicant who are registered as such at the close of business on
Thursday, 27 March 2003 ("the scheme members") ("the scheme meeting").
2. The scheme meeting will be held at 10:00 on Monday, 31 March 2003 in the
boardroom, 8th Floor, Profurn House, 66 De Korte Street, Braamfontein 2001. Mr
Arthur Jacob Aaron has been appointed by the Court as chairperson and the
chairperson`s address is c/o Werksmans Incorporated, 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 JD Group Limited ("JD") between the Applicant and its ordinary
members. The object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 5 of the scheme, JD 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 Thursday, 17 April 2003 ("the scheme record date"). In terms of the scheme,
the scheme participants will receive 19,75846 (nineteen comma seven five eight
four six) shares in JD, credited as fully paid for every 100 (one hundred)
shares in Profurn held on the scheme record 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, 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 registered office c/o Kevin Boyers, 8th Floor, Profurn
House, 66 De Korte Street, Braamfontein, 2001 (PO Box 32856, Braamfontein 2017),
or from the office of the chairperson, c/o Werksmans Incorporated, 155 - 5th
Street, Sandown, Sandton.
5. Each scheme member who holds certificated ordinary shares in the Applicant
("certificated scheme member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depositary Participant ("CSDP") or
broker and has "own name" registration ("dematerialised own name scheme
member"), may attend, speak and vote in person at the scheme meeting or any
adjourned scheme meeting, or may appoint one or more proxies (who need not be
members of the Applicant) to attend, speak and vote at the scheme meeting in the
place of such certificated scheme member or dematerialised own name scheme
member. Forms of proxy for this purpose, for completion by certificated scheme
members and dematerialised own name scheme members only, are included in the
document which has been posted to all holders of ordinary shares in the
Applicant at their addresses as recorded in the register of members of the
Applicant at the close of business 4 (four) calendar days before the date of
such posting. If more than one person is appointed on a single form of proxy,
then only one of those proxies (in order of appointment) will be entitled to
exercise that proxy. In the case of joint certificated scheme members and joint
dematerialised own name scheme members, the vote of the senior certificated
scheme member or senior dematerialised own name scheme member (seniority will be
determined by the order in which the names of the joint certificated scheme
members or joint dematerialised own name scheme members stand in the Applicant`s
register of members) who tenders a vote (whether in person or by proxy) will be
accepted to the exclusion of the vote of the other joint certificated scheme
member(s) or joint dematerialised own name scheme member(s).
6. Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) to be received by no later than 10:00 on Friday, 28 March
2003, or on the business day immediately preceding any adjourned meeting, or
handed to the chairman of the scheme meeting no later than 10 (ten) minutes
before the scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairman of the scheme meeting may approve
in his discretion the use of any other form of proxy.
7. Each person who holds a beneficial interest in dematerialised ordinary
shares in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at the
scheme meeting or adjourned meeting only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and vote
at the scheme meeting or adjourned meeting or be represented by proxy thereat in
order for his/her CSDP or broker to issue him/her with the necessary
authorisation to do so or such dematerialised scheme member provides his/her
CSDP or broker timeously with his/her voting instruction should such
dematerialised scheme member not wish to attend the scheme meeting or adjourned
meeting in person in order for his/her CSDP or broker to vote in accordance with
his/her instruction at the scheme meeting or adjourned meeting. The CSDP or
broker will then provide the transfer secretaries of the Applicant with proxy
forms in terms of each individual dematerialised scheme member`s instruction.
8. 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, 8 April 2003. 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 referred to in paragraph 4.
Arthur Jacob Aaron
Chairperson of the scheme meeting
Date: 20 February 2003
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/79160
Date: 20/02/2003 08:57:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
