| Thu 10 Apr 2003, 11:36 | | SWEETS FROM HEAVEN HOLDINGS LIMITED - NOTICE OF SC |
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CASE NUMBER: 2003/6264
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division)
In the ex parte application of:
SWEETS FROM HEAVEN HOLDINGS LIMITED Applicant
Incorporated in the Republic of South Africa
(Registration Number: 1995/004137/06)
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, 8 April
2003, this notice serves to convene a meeting of ordinary shareholders of the
Applicant (apart from the consortium of shareholders of the Applicant who will
remain as shareholders of the Applicant, which consortium comprises of Lawrence
Davidoff, the Davidoff Family Trust, Ronald Abel Finger, V-Leisure Holdings
(Proprietary) Limited and Tradebush Investments No 123 (Proprietary) Limited,
which last mentioned company is a company controlled by, inter alia, the senior
executive management of the Applicant ("the Consortium Shareholders")) who are
recorded in the register at the close of business on Wednesday, 30 April 2003
("the scheme members") ("the scheme meeting").
2. The scheme meeting will be held at 09:00 on Monday, 5 May 2003 in the
boardroom, Block J, Georgian Place, 18 Southway Road, Eastgate Extension 6,
Sandton, 2148. Mr Christopher Haig Ewing has been appointed by the Court as
chairperson and the chairperson"s address is c/o Cliffe Dekker Incorporated, 4th
Floor, 1 Protea Place, Sandown, Sandton (Private Bag X7, Benmore,2010).
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 Lawrence Davidoff ("Davidoff") between the Applicant and the scheme
members. The object of the scheme is that, subject to the fulfillment of certain
conditions precedent which are stated in paragraph 5 of the scheme, Davidoff
will acquire all of the Applicant"s shares held by scheme members who are
recorded in the register as shareholders of the Applicant on the consideration
record date (as referred to in the circular dated 10 April 2003 which has been
posted to scheme members) and which is expected to be Friday, 23 May 2003 ("the
scheme record date"). In terms of the scheme, the scheme participants will
receive 3c (three cents) for every share in the Applicant 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 posted 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 at Block J, Georgian Place, 18
Southway Road, Eastgate Extension 6, Sandton, 2148 (PO Box 87788, Houghton,
2041), or from the office of the chairperson, c/o Cliffe Dekker Incorporated,
4th Floor, 1 Protea Place, Sandown, Sandton (Private Bag X7, Benmore, 2010).
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") 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 shareholders 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 circular dated
10 April 2003 which has been posted to scheme members at their addresses as
recorded in the register of shareholders 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
shareholders) 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 09:00 on Friday 2 May 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, 13 May 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 4.
Christopher Haig Ewing
Chairperson of the scheme meeting
Date: 10 April 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/79545
