| Mon 19 May 2003, 10:46 | | African Harvest Limited - Notice Of Scheme Meeting |
|
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)
NOTICE OF SCHEME MEETING
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)
Notice is hereby given that, in terms of an Order of Court dated 12 May 2003 in
the above matter, the High Court of South Africa (Cape of Good Hope Provincial
Division) ("the Court") has ordered in accordance with the provisions of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ("the Companies
Act") that a meeting ("the scheme meeting") be convened under the chairmanship
of Peter Amos Watts, a partner of attorneys Fairbridge, Arderne & Lawton Inc, or
failing him, Peter Eugene Whelan, a partner of attorneys Findlay & Tait, for the
purpose of considering and, if deemed fit, agreeing to, with or without
modification, the scheme of arrangement ("the scheme") proposed by Coronation
Holdings Limited ("Corohold") between the Applicant and the holders of its
issued shares, other than Corohold, registered as such at the close of business
on Tuesday, 3 June 2003, ("the scheme shares").
The scheme meeting of the holders of scheme shares ("the scheme members") will
be held at 10:00 on Friday, 6 June 2003 at Coronation House, Boundary Terraces,
1 Mariendahl Lane, Newlands, for the purpose of considering and, if deemed fit,
approving with or without modification, the scheme proposed by Corohold between
the Applicant and the scheme members.
The essence of the scheme is that, upon implementation, Corohold will become the
effective beneficial owner of 100% of the issued share capital of the Applicant.
In terms of the scheme, the scheme participants will receive a cash
consideration of 194 cents in exchange for each ordinary share of 25 cents in
the Applicant which they hold on the record date for the scheme.
Copies of the scheme, the explanatory statement in terms of section 312 of the
Companies Act, explaining the scheme, the form of proxy and the Order of Court
convening the scheme meeting are included in the circular which has been sent to
shareholders of the Applicant 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 Coronation House, The Oval, 1 Oakdale Road, Newlands.
Each scheme member, including those scheme members who have already
dematerialised their shares in the Applicant, 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 pink form of proxy accompanies the circular which has been sent to
shareholders of the Applicant. Additional forms of proxy may be obtained on
request from the Applicant"s registered office at Coronation House, The Oval, 1
Oakdale Road, Newlands. Scheme members holding certificated shares and
dematerialised shareholders with own-name registration who wish to vote by proxy
must complete the pink form of proxy in accordance with the instructions
contained thereon, and return it to the transfer secretaries by not later than
10:00 on Wednesday, 4 June 2003. Forms of proxy may also be handed to the
chairman of the scheme meeting up to 10 minutes before the time at which the
scheme meeting is due to commence. 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 Participant ("CSDP") or broker and furnish them
with voting instructions. If their CSDP or broker is not given such instructions
then they will vote in accordance with the instructions contained in the custody
agreement concluded with the scheme member in question.
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 are present or
represented at the scheme meeting, that one of the said persons whose name
stands first in the register of such shares and 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 12 May 2003, the chairman 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 Thursday, 19 June 2003. A copy
of the chairman"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 for at least 1 week before the date fixed by the Court for the chairman to
report back to it.
The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of such conditions being its sanction by the Court.
Peter Amos Watts
Chairman of the scheme meeting
18 May 2003
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 07:48:59 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
