| Thu 5 Jun 2003, 10:19 | | NOTICE OF SCHEME MEETING |
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NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number 2003/12381
In the ex parte application of:
AMB PRIVATE EQUITY PARTNERS LIMITED Applicant
Notice is hereby given in terms of an Order of Court dated Tuesday, 3 June
2003 in the above matter that the High Court of South Africa (Witwatersrand
Local Division) has ordered a meeting ("the scheme meeting") of linked
unitholders, other than AMB Holdings Limited ("AMB Holdings"), Sanlam Life
Insurance Limited, South African Eagle Insurance Company Limited and Transnet
Pension Fund ("the excluded linked unitholders"), holding ordinary shares of
0,01 cent each in the share capital of AMB Private Equity Partners Limited ("AMB
Partners"), each of which is inextricably linked for the purpose of transfer to
two convertible debentures of 500 cents each (together referred to as "linked
units"), to be held on Monday, 30 June 2003 at 08:30 at 18 Fricker Road, Illovo,
Sandton, under the chairmanship of Mervyn Taback, or failing him, Rupert Smith,
or failing him, any other independent person agreed to by this Honourable Court,
for the purpose of considering and, if deemed fit, approving, with or without
modification, the scheme of arrangement ("the scheme") proposed by AMB Holdings
between AMB Partners and its linked unitholders other than the excluded linked
unitholders, which scheme will be submitted to such meeting, provided that the
scheme meeting will not be entitled to agree any modification to the said scheme
without the prior consent of AMB Holdings.
The basic characteristic of the scheme is that, subject to the fulfilment of
certain conditions precedent which are stated in paragraph 10 of the scheme, all
of the linked units in AMB Partners, other than those held by the excluded
linked unitholders, will be acquired by AMB Holdings, and the linked unitholders
of AMB Partners (other than the excluded linked unitholders) will receive for
each linked unit in AMB Partners held by them on the record date of the scheme
(which is expected to be the close of business on Friday, 18 July 2003), R12,25
in cash per linked unit, unless they validly and timeously elect to receive the
deferred scheme consideration, in which event they will receive the deferred
scheme consideration of R13,00 per linked unit.
Linked unitholders of AMB Partners (other than the excluded linked
unitholders) recorded in the register as such at the close of business on
Thursday, 26 June 2003 or the date two business days prior to any adjourned
meeting ("the scheme members"), will be entitled to attend and vote at the
scheme meeting.
Copies of the scheme and explanatory statements in terms of section 312 of
the South African Companies Act, 1973 (Act 61 of 1973), as amended, explaining
the scheme, and a copy of the Order of Court convening the scheme meeting will
be sent to members and may be obtained on request from AMB Partners at its
registered office, 18 Fricker Road, Illovo, Sandton, or the office of the
transfer secretaries, Computershare Investor Services Limited,
70 Marshall Street, Johannesburg, 2001, during normal business hours from
Thursday, 5 June 2003.
Each scheme member may attend and vote in person or by representative at the
scheme meeting and may appoint any other person (who need not be a member of AMB
Partners) as a proxy to attend, speak and vote in such scheme member"s place.
The required form of proxy will be sent to members and may be obtained on
request from AMB Partners" registered office and the office of the transfer
secretaries at the addresses given above.
Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and should be lodged at or posted to the
abovementioned transfer secretaries to be received not later than 08:30 local
time on Friday, 27 June 2003, or 24 (twenty-four) hours before any adjourned
scheme meeting, but if not so lodged or posted will still be valid if properly
completed, signed and accompanied by proof of appropriate authority and handed
to the chairman of the scheme meeting not later than 10 (ten) minutes before the
scheme meeting is due to commence (or recommence, if adjourned). Where there are
joint holders of linked units, any one of such persons may vote at the scheme
meeting in respect of such linked units as if he/she was solely entitled
thereto, but if more than one of such joint holders be present or represented at
the scheme meeting, then the one of the said persons whose name stands first in
the register in respect of such linked units or his/her proxy, as the case may
be, shall alone be entitled to vote in respect thereof, as if he/she were the
sole holder of such linked units.
In terms of the Order of Court, the chairman of the scheme meeting will
report the result of such meeting to the above Honourable Court on Tuesday, 8
July 2003. A copy of such report will be available on request (free of charge)
to any member of AMB Partners at AMB Partners" registered office referred to
above, at least 1 (one) week before such report-back date, or in respect of any
adjourned scheme meeting, for at least 1 (one) week before the report-back date
for the adjourned scheme meeting.
The scheme is subject to the fulfilment of certain conditions precedent, one
of such conditions being its sanction by the above Honourable Court.
