| Thu 27 Feb 2003, 17:04 | | Notice of Scheme Meeting |
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APPLETON LIMITED
NOTICE OF SCHEME MEETING
In the High Court of South Africa
Cape of Good Hope Provincial Division Case number 1222/03
Cape Town: Tuesday, 25 February 2003
Before The Honourable Mr Justice A Veldhuizen
In the ex parte application of -
APPLETON LIMITED Applicant
(Registration number 1999/004031/06)
Notice is hereby given that in terms of an Order of Court dated Tuesday, 25
February 2003 in the above matter ("the Order"), the High Court of South Africa
(Cape of Good Hope Provincial Division) ("the Court") has ordered, in accordance
with the provisions of section 311(1) of the Companies Act 61 of 1973, as
amended, ("the Companies Act"), that the meeting described below ("scheme
meeting") be convened under the chairpersonship of Igor Vukic, an attorney
practising as such as a partner of attorneys Bernardt Vukic Potash & Getz or,
failing him, Peter Simkins of the firm Deneys Reitz Incorporated ("the
chairperson"), for the purpose of considering and, if deemed fit, approving,
with or without modification, the scheme of arrangement ("the scheme") proposed
by PSG Investment Services (Proprietary) Limited ("PSGIS") between the Applicant
and the holders of its issued shares ("the scheme shares") other than PSG Group
Limited, any of its subsidiaries and any of Appleton`s subsidiaries (the
"excluded shareholders").
In terms of the Order, a meeting of ordinary shareholders of Applicant other
than the excluded shareholders ("the scheme members") will be held at 10:00 on
Tuesday, 25 March 2003, at the registered offices of the Applicant at TAG House,
Alphen Office Park, Constantia Road, Constantia for the purpose of considering
and, if deemed fit, approving with or without modification, the scheme.
The basic characteristic of the scheme is that, upon implementation, PSGIS shall
acquire all the shares in Applicant held by the shareholders of Applicant other
than the excluded shareholders, for a consideration of 9 cents per share.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act and the Order convening the scheme meeting are included in the
document of which this notice forms part and copies may, on request by any
scheme member during normal business hours at any time prior to the scheme
meeting, be inspected at or obtained free of charge from the registered office
of the Applicant, at TAG House, Alphen Office Park, Constantia Road, Constantia.
Each scheme member registered as such at the close of business on Wednesday, 19
March 2003 may attend, speak and vote in person at the scheme meeting or may
appoint any other person or persons (who need not be scheme members) as a proxy
to attend, speak and vote in such scheme member`s place.
The necessary form of proxy accompanies the circular to shareholders
containning this notice. Additional forms of proxy may be obtained on request
from the Applicant`s registered office at TAG House, Alphen Office Park,
Constantia Road, Constantia.
On a show of hands, every scheme member who is present in person or by
representation at the scheme meeting, shall have one vote. On a poll, every
scheme member present in person or by proxy will each be entitled to one vote
for every ordinary share in the Applicant ("Appleton share").
Please note that the Applicant has moved to the JSE Securities Exchange South
Africa`s electronic settlement system, Shares Transactions Totally Electronic
("STRATE").
If you have dematerialised your Appleton shares (i.e. have replaced your
paper share certificates with electronic records of ownership under STRATE) and
are not an own name dematerialised shareholder, then:
* if you wish to attend the scheme meeting you should contact your Central
Security Depository Participant ("CSDP") or broker, as the case may be,
registered in the sub-register and obtain the relevant letter of representation
from it. The letter of representation must be obtained within the time period
required by your CSDP or broker, as the case may be, and allow it sufficient
time to also provide such letter to the Applicant`s transfer secretary prior to
the scheme meeting; alternatively
* if you are unable to attend the scheme meeting, you must contact your CSDP
or broker, as the case may be, registered in the sub-register and furnish it
with your voting instructions in respect of the scheme meeting in accordance
with the mandate between yourself and your CSDP or broker, as the case may be.
You should not complete a form of proxy. The instructions must be provided
within the time period required by your CSDP or broker, as the case may be.
CSDPs or brokers registered in the Applicant`s sub-register should, when
instructed to do so by the owner registered in the Applicant`s sub-sub-register
on behalf of whom they hold dematerialised Appleton shares, vote by either
appointing a duly authorised representative to attend and vote at the scheme
meeting or returning the relevant form of proxy (blue) in accordance with the
instructions contained therein, to the transfer secretaries.
If you hold certificated shares (have not dematerialised your shares in the
Applicant) or are an own name dematerialised shareholder, then:
* you may attend in person (or in the case of a juristic person or other
entity, by way of a duly authorised representative) and vote at the scheme
meeting; alternatively
* you may appoint a proxy to represent you at the scheme meeting by
completing the relevant form of proxy (blue) and returning it to the registered
office of the Applicant or to the office of the transfer secretaries at Ground
Floor, 70 Marshall Street, Johannesburg, 2001 by no later than 10:00 on
Thursday, 20 March 2003 or by handing it to the chairperson no later than 10
minutes before the time for which the scheme meeting is convened. Additional
forms of proxy (blue) may be obtained on request from the Applicant`s registered
office.
Where there are joint holders of any scheme shares any one of such persons
may vote at the scheme meeting in respect of such shares as if he was solely
entitled thereto, but if more than one of such joint holders be present or
represented at the scheme meeting, then the person whose name stands first in
the register in respect of such shares or his proxy, as the case may be, shall
alone be entitled to vote in respect thereof, as if he were the sole holder of
such shares.
In terms of the Order of Court dated Tuesday, 25 February 2003, the
chairperson of the scheme meeting will report the results thereof to the above
Honourable Court at 10:00 or so soon thereafter as counsel may be heard on
Tuesday, 1 April 2003. A copy of the chairperson`s report to the Court will be
available (free of charge) to any scheme member at the registered office of the
Applicant during normal business hours at least five calendar days before the
date on which the chairperson reports back to the Court.
Igor Vukic
Chairperson of the scheme meeting
28 February 2003
Applicant`s Attorneys
Sonnenberg, Hoffmann Galombik
Norwich on St George`s
St George`s Mall
PO Box 2293
Cape Town
Tel: (021) 410-2500
Fax: (021) 410-2555
Date: 27/02/2003 04:56:59 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
