| Mon 19 May 2003, 10:39 | | African Harvest Limited - Order Of Court |
|
African Harvest Limited - Order Of Court
Release Date: 19/05/2003 07:48:18 Code(s): AHV
African Harvest Limited - Order Of Court
AFRICAN HARVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013827/06)
(Share Code: AHV)
(ISIN: ZAE000013538)
(African Harvest" or "the company)
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number 3579/03
Cape Town, 12 May 2003
Before the Honourable Mr Justice Foxcroft
In the ex parte application of:
AFRICAN HARVEST LIMITED Applicant
In re:
AFRICAN HARVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013827/06)
Application for leave to convene a scheme meeting of members in terms of section
311 of the Companies Act, No 61 of 1973 (as amended)
Upon the motion of Counsel for the Applicant, and upon reading the notice of
motion and other documentation filed of record -
IT IS ORDERED THAT -
1. a meeting ("the scheme meeting") of the ordinary shareholders of the
Applicant, other than Coronation Holdings Limited ("Corohold"), registered as
such at the close of business on Tuesday, 3 June 2003, ("the scheme members") be
convened by the chairman mentioned in paragraph 2 of this Order of Court, in
terms of section 311(1) of the Companies Act, 1973, as amended ("the Companies
Act"), to be held at Coronation House, Boundary Terraces, 1 Mariendahl Lane,
Newlands, at 10:00 on Friday, 6 June 2003 for the purpose of considering and, if
deemed fit, agreeing with or without modification, to the scheme of arrangement
("the scheme") proposed by Corohold between the Applicant and the scheme
members, substantially in the form of the scheme attached to the papers before
this Honourable Court;
2. Peter Amos Watts, a partner of attorneys Fairbridge, Arderne & Lawton Inc.,
or failing him, Peter Eugene Whelan, a partner of attorneys Findlay & Tait, is
hereby appointed as chairman of the scheme meeting;
3. the chairman of the scheme meeting is authorised to -
3.1 convene the scheme meeting;
3.2 appoint scrutineers for the purpose of the scheme meeting;
3.3 determine whether any form of proxy submitted for use at the scheme meeting
should be accepted or not;
3.4 adjourn the scheme meeting from time to time if he considers it necessary
or desirable to do so; and
3.5 determine the procedure to be followed at the scheme meeting;
4. this Order of Court and a notice convening the scheme meeting
(substantially in the form of the notice attached to the papers before this
Honourable Court) be published once in each of the "Sunday Times", "Business
Day", "Beeld" and the Government Gazette by not later than 14 calendar days
before the date of the scheme meeting. Such notice shall state -
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been summoned to consider and, if deemed fit,
approve, with or without modification, the scheme;
4.3 that a copy of this Order of Court, the scheme and the explanatory
statement in terms of section 312(1) of the Companies Act may be inspected
during normal business hours at any time prior to the scheme meeting at the
offices of the Applicant at Coronation House, The Oval, 1 Oakdale Road,
Newlands;
4.4 that the scheme meeting is convened pursuant to this Order of Court; and
4.5 that a copy of this Order of Court, the scheme and the explanatory
statement in terms of section 312(1) of the Companies Act, relating to the
scheme, may be obtained on request by any scheme member, free of charge from the
Applicant at the time and place mentioned in paragraph 4.3 of this Order of
Court;
5. a copy of -
5.1 the explanatory statement in terms of section 312(1) of the Companies Act
substantially in the form of the explanatory statement attached to the papers
before this Honourable Court;
5.2 the scheme substantially in the form of the scheme attached to the papers
before this Honourable Court;
5.3 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court;
5.4 the form of proxy for the scheme meeting substantially in the form of proxy
attached to the papers before this Honourable Court; and
5.5 this Order of Court,
be posted by pre-paid registered post by the Applicant to each of the
scheme members by not later than 14 calendar days before the date of the scheme
meeting, to their addresses as recorded in the register of the members of the
Applicant at the close of business not more than 4 calendar days before the date
of such posting; and in respect of dematerialised shareholders at the address
notified by STRATE to the Applicant"s transfer secretaries on a date not more
than 4 business days before the date of such posting;
6. a copy of the documents referred to in paragraph 5 shall lie for inspection
for at least 14 calendar days prior to the date of the scheme meeting, during
normal business hours at the offices of the Applicant referred to in paragraph
4.3 of this Order of Court;
7. the chairman of the scheme meeting shall report the result thereof to this
Honourable Court on Thursday, 19 June 2003 at 10:00 or so soon thereafter as
Counsel may be heard;
8. in the report required by the Court from the chairman, details should be
given of -
8.1 the number of scheme members present in person at the scheme meeting;
8.2 the number of scheme members represented by proxy at the scheme meeting and
of those, the number represented by the chairman;
8.3 any proxies which have been disallowed and the reasons therefore;
8.4 all resolutions passed at the scheme meeting, with particulars of the
numbers of votes cast in favour of and against each such resolution and of any
abstentions in respect thereof, indicating in each case how many votes were cast
by him in terms of proxies;
8.5 all rulings made and directions given by the chairman at the scheme
meeting;
8.6 any relevant documents or reports submitted or tabled at the scheme meeting
which relate to the scheme, including copies thereof; and
8.7 the main points of any other proposals submitted to the scheme meeting;
9. the chairman shall make available, and the notice of the scheme meeting
which is published and sent to the scheme members shall include, a statement
that a copy of the chairman"s report to the Court will be available, free of
charge, to any scheme member on request for at least 1 week prior to the date
fixed by the Court for the chairman to report back to it;
10. with respect to voting at the scheme meeting -
10.1 scheme members holding certificated shares and dematerialised scheme
members with own-name registration who wish to vote by proxy must complete the
form of proxy (pink) referred to in paragraph 5.4 of this Order of Court, in
accordance with the instructions contained on the pink form of proxy and return
it to the transfer secretaries by not later than 10:00 on Wednesday, 4 June
2003;
10.2 forms of proxy may also be handed to the chairman of the scheme meeting up
to 10 minutes before the scheme meeting is due to commence; and
10.3 scheme members who have already dematerialised their shares, other than by
own-name registration, in the Applicant should not complete the pink form of
proxy but should contact their Central Securities Depository Participants
("CSDPs") or brokers and furnish them with voting instructions. If their CSDPs
or brokers are not given such instructions then they will vote in accordance
with the instructions contained in the custody agreements concluded with the
scheme members.
By Order of the Court
COURT REGISTRAR
Applicant"s attorneys Corohold"s attorneys
Hofmeyr Herbstein & Gihwala Inc. Deneys Reitz Inc.
(Registration number 1997/001523/21) (Registration number 1984/003385/21)
21st Floor 8th Floor, Southern Life Centre
2 Long Street 8 Riebeek Street
CAPE TOWN, 8001 CAPE TOWN, 8001
Tel: (021) 405-6000 Tel: (021) 405-1200
Facsimile: (021) 405-6199 Facsimile: (021) 418-6900
(Ref: Mr Peter Hesseling, Mr Allan Hannie and (Ref: Mr Peter Simkins/
Mr Ryan Nelson) Ms Robyn Holwill)
Issued by Sponsor:
Deutsche Securities (SA) (Proprietary) Limited
Date: 19/05/2003 07:48:22 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
