| Wed 10 Dec 2003, 17:11 | | Notice Of Scheme Meeting |
|
es Properties Limited - Notice Of Scheme Meeting
Rand Leases Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1978/000870/06)
Share code: RPR ISIN: ZAE000028254
("Rand Leases" or "the Company")
NOTICE OF SCHEME MEETING
Notice is hereby given that in terms of an Order of Court dated Tuesday, 9
December 2003 in the above matter, the High Court of South Africa (Transvaal
Provincial Division) ("Court") has ordered, in accordance with the provisions of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies
Act"), that a meeting ("scheme meeting") of the holders (other than JCI Limited)
of linked units (each linked unit comprising one ordinary share linked to one
unsecured, unsubordinated, variable rate debenture) ("linked units") in the
Applicant registered as such at 17:00 on Friday, 16 January 2004 ("scheme
members") be convened under the chairmanship of David N Beasley, or, failing
him, E A Limberis, an officer of the above Honourable Court, for the purposes of
considering and, if deemed fit, agreeing to, with or without modification, the
scheme of arrangement ("scheme") proposed by JCI Limited ("JCI") between the
Applicant and the scheme members.
The scheme meeting will be held at 10:00 on Wednesday, 21 January 2004, in
the Boardroom, First Floor, Windermere Building, Hackle Brooke Office Park,
Corner of Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg.
The object of the scheme is that, upon implementation, the linked units held
by scheme members will be acquired by JCI and JCI will become the owner of all
the linked units in the Applicant. In terms of the scheme, the scheme
participants will receive from JCI the scheme consideration, being 150 JCI
consideration shares for every 100 scheme linked units held, at 17:00 on the
record date of the scheme ("record date"), which is expected to be Friday, 13
February 2004. The scheme consideration is expected to be made available on the
operative date of the scheme.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act explaining the scheme, the notice convening the scheme
meeting, the form of proxy to be used at the scheme meeting and the Order of the
Court authorising the convening of the scheme meeting will be included in the
document to be sent to scheme members in regard to the scheme and copies may, on
request by any linked unitholder in the Applicant during normal business hours,
be inspected at or obtained free of charge from the registered office of the
Applicant, First Floor, Windermere Building, Hackle Brooke Office Park, Corner
of Jan Smuts Avenue and Conrad Drive, Craighall, Johannesburg.
Each scheme member who holds certificated linked units in the Applicant or
who holds dematerialised linked units in the Applicant through a Central
Securities Depository Participant ("CSDP") or broker and has selected "own-name"
registration may attend, speak and vote in person at the scheme meeting or may
appoint any other person or persons (none of whom needs to be a linked
unitholder in the Applicant) as a proxy or proxies to attend, speak and vote in
such scheme member"s place.
Each scheme member who holds dematerialised linked units in the Applicant and
has not selected "own-name" registration should timeously inform his CSDP or
broker should he wish to attend, speak and vote at the scheme meeting or
timeously provide his CSDP or broker with his voting instruction in order for
the CSDP or broker to vote on his behalf at the scheme meeting.
The necessary form of proxy (white) will be included in the document to be
sent to members of the Applicant in regard to the scheme. Additional forms of
proxy may be obtained on request from the registered office of the Applicant (as
set out above).Each form of proxy should be completed and signed in accordance
with the instructions printed thereon and must be lodged with or posted to the
Applicant"s transfer secretaries Computershare Limited, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), so as to be received by
no later than 10:00 on Monday, 19 January 2004 or handed to the chairman of the
scheme meeting by no later than 10 minutes before the time for which the scheme
meeting has been convened.
Where there are joint holders of linked units, any one of such persons may
vote at the scheme meeting in respect of such scheme linked units as if such
joint holder was solely entitled thereto, but if more than one of such joint
holders be present or represented at the scheme meeting, that one of the said
persons whose name appears first in the Applicant"s register of linked
unitholders or his proxy, as the case may be, will alone be entitled to vote in
respect thereof.
In terms of the Order of the Court, the chairman of the scheme meeting will
report the results of the scheme meeting to the Court at 10:00 or so soon
thereafter as Counsel may be heard on Tuesday, 3 February 2004. A copy of the
chairman"s report to the Court will be available for inspection during normal
business hours at the registered office of the Applicant (as set out above), and
at the office of the chairman of the scheme meeting at 1st Floor, 21 West
Street, Houghton, 2041 from the day after the scheme meeting to 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 the conditions being the sanction of the scheme by
the Court.
David N. Beasley
Chairman of the scheme meeting
11 December 2003
Applicant"s attorneys
Mervyn Taback Incorporated
1st Floor, 21 West Street
Houghton, 2198
(PO Box 3334, Houghton, 2041)
Tel: (011) 483 1571
Fax: (011) 483 1503
Date: 10/12/2003 05:01:08 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
