| Fri 21 Feb 2003, 10:22 | | Psg Investment Bank Holdings - Company Announcemen |
|
PSG Investment Bank Holdings - Company Announcement
PSG Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
(Share code: PGH ISIN: ZAE000018818)
("PSGBH")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number 03/4007
In the matter of the ex parte application of
PSG Investment Bank Holdings Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
Notice is hereby given that, in terms of an Order of Court dated Tuesday, 11
February 2003, the High Court of South Africa (Witwatersrand Local Division) has
ordered that a meeting ("the scheme meeting") in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, ("the Act") of the ordinary
shareholders of the Applicant registered as such at the close of business on
Thursday, 6 March 2003 ("the scheme members"), be held in the boardroom at the
registered office of the Applicant, 3rd Floor, 160 Jan Smuts Avenue, Rosebank,
2196, under the chairmanship of Jacobus Luttig or, failing him, an independent
attorney or advocate nominated by Cliffe Dekker Inc. ("chairman"), at 09:00 on
Monday, 10 March 2003 (or any adjourned date ("adjourned meeting") as determined
by the chairman) for the purpose of considering and, if deemed fit, agreeing,
with or without modification, to a scheme of arrangement ("the scheme") proposed
by Absa Group Limited ("Absa") between the Applicant and the holders of ordinary
shares in the Applicant registered as such on the record date for the scheme
("the record date"), which is expected to be Friday, 28 March 2003 ("the scheme
participants").
The implementation of the scheme is subject to fulfilment, by no later than
30 April 2003, of the conditions precedent stated therein, including, but not
limited to, the sanction of the above Honourable Court.
The essence of the scheme is that, upon implementation, Absa will become the
owner of 100% of the entire issued share capital of the Applicant. In terms of
the scheme, the scheme participants will receive a cash consideration of 62,75
cent, which consideration, if not paid by Monday, 31 March 2003, will bear
interest at 12% per annum (nominal annual compounded monthly in arrears) until
payment, in exchange for each ordinary share of 0,5 cents in the Applicant which
they hold on the record date.
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 Depository 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 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 (pink) 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 3 (three) calendar days before the date of
such posting. If more than one proxy 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).
Properly completed forms of proxy must be lodged with 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 no later than 09:00 on
Friday, 7 March 2003 or by 09:00 on the business day immediately preceding any
adjourned meeting, or handed to the chairman no later than 10 minutes before the
scheme meeting or adjourned meeting is due to commence. Notwithstanding the
foregoing, the chairman may approve in his discretion the use of any other form
of proxy.
Each scheme member who is the holder of 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 its CSDP or broker
timeously of its intention to attend and vote at the scheme meeting or adjourned
meeting or to be represented by proxy thereat in order for its CSDP or broker to
issue it with the necessary authorisation to do so, or such dematerialised
scheme member provides its CSDP or broker timeously with its voting instruction
should such dematerialised scheme member not wish to attend the scheme meeting
or adjourned meeting in person in order for the CSDP or broker to vote in
accordance with its instruction at the scheme meeting or adjourned meeting. The
CSDP or broker will then provide the transfer secretaries of the Applicant with
the proxy voting in terms of each individual dematerialised scheme member`s
instruction.
In terms of the aforementioned Order of Court, the chairman must report the
results thereof to the Honourable Court on Tuesday, 18 March 2003 at 10:00 or as
soon thereafter as Counsel may be heard. A copy of the chairman`s report to the
Court will be available to any scheme member, free of charge, at the registered
office of the Applicant, during normal business hours at least 7 (seven)
calendar days prior to the date fixed by the Court for the chairman to report
back to it.
Copies of this notice, the form of proxy to be used at the scheme meeting or any
adjourned meeting, the scheme and the explanatory statement in terms of section
312 of the Act, explaining the scheme and the Order of Court convening the
scheme meeting, have 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 3 (three) calendar days before the date of
such posting and may be inspected, during normal business hours, at any time
prior to the date of the scheme meeting at the registered office of the
Applicant, 3rd Floor, 160 Jan Smuts Avenue, Rosebank, Johannesburg, 2196.
Chairman of the scheme meeting
Jacobus Luttig
Werksmans Inc.
155 Fifth Street
Sandown
Sandton, 2196
(Private Bag 10015, Sandton, 2146)
Telephone: (011) 535-8205
Fax: (011) 535-8600
Applicant`s Attorneys
Cliffe Dekker Inc.
1 Protea Place
Sandown
Sandton, 2196
(Private Bag X7, Benmore, 2010)
Telephone: (011) 290-7125
Fax: (011) 290-7300
(Refer: Mr W H Jacobs)
Date: 21/02/2003 07:02:02 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
