| Thu 18 Dec 2003, 10:08 | | NOTICE CONVENING THE SCHEME MEETING FOR CREDITORS |
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MGX HOLDINGS LIMITED - NOTICE CONVENING THE SCHEME MEETING FOR CREDITORS OF MGX
IN THE HIGH COURT OF SOUTH AFRICA
MGX HOLDINGS LIMITED
(Registration number 1983/012697/06
JSE Share Code: MGX
ISIN: ZAE000009262
NOTICE CONVENING THE SCHEME MEETING FOR CREDITORS OF MGX
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 03/15482
In the ex parte application of:
MGX HOLDINGS LIMITED
(Registration number 1983/012697/06) Applicant
NOTICE OF FIRST CREDITOR SCHEME MEETING
Notice is hereby given in terms of an Order of Court dated Friday, 12 December
2003 in the above matter that the High Court of South Africa (Witwatersrand
Local Division) has ordered that a meeting ("scheme meeting") in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Companies Act"), of the creditors of MGX Holdings Limited ("MGX"), other than
the secured creditors of MGX and those persons having claims against MGX
pursuant to any mandatory offer which MGX may make for the purchase of shares in
EC-Hold Limited ("ECH") pursuant to Rule 8.1 of the Securities Regulation Code
and Rules of the Securities Regulation Panel, ("scheme creditors"), be held at
10:00 on Monday, 19 January 2004 (or any adjournment thereof), at MGX"s
registered office, being 22 Milkyway Avenue, Linbro Office Park, Linbro Park,
under the chairmanship of Mr Mervyn Taback, or failing him, Mr Rupert Smith, or
failing both of them, any other independent person agreed to by the above
Honourable Court ("the chairperson"), for the purpose of considering and, if
deemed fit, approving, with or without modification, the scheme of arrangement
proposed by MGX between itself and the scheme creditors ("the scheme"), which
scheme will be submitted to such meeting, provided that the scheme meeting will
not be entitled to agree to any modification to the said scheme without the
prior consent of MGX.
The basic characteristic of the scheme is that, subject to the fulfillment of
certain conditions precedent which are stated in clause 3 of the scheme, scheme
creditors will be deemed to have agreed to accept secured interest-bearing
redeemable convertible loan notes to be issued by MGX in an amount equal to the
face value of each such scheme creditor"s claim against MGX, rounded up to the
nearest R1.00, in full and final settlement of all claims which they have
against MGX. The terms of the notes are set out in Annex "A" to the scheme,
which will be sent to scheme creditors and are available for inspection by
scheme creditors as set out below.
Scheme creditors who are present and represented at the scheme meeting and who
are reflected in the books of account and records of MGX as creditors shall be
regarded by the chairperson as scheme creditors entitled to attend and vote at
such scheme meeting in respect of the amounts for which they so appear in the
books of account and records of MGX to be creditors at the close of business on
Thursday, 15 January 2004 (or two business days prior to any adjourned meeting)
provided that any creditor with a claim falling due for payment after the final
date of the scheme shall be regarded by the chairperson as a scheme creditor for
an amount equal to the face value of its claim, less 10% per annum of that face
value, reckoned from the date on which the scheme meeting is being held, to the
due date for payment of such claim. Any scheme creditor who is not reflected in
the books of account and records of MGX as a creditor, or claims to be a
creditor for an amount different to that reflected in the books of account and
records of MGX and who wishes to vote at the scheme meeting, shall be entitled,
at any time prior to 17:00 two business days immediately preceding the scheme
meeting, to prove such claim to the chairperson in accordance with the
provisions of the scheme. The chairperson may reject or accept such creditor as
a scheme creditor in the chairperson"s sole and absolute discretion and the
chairperson"s determination in this regard will be final and binding upon such
creditor and the creditor"s right to vote at the scheme meeting.
Copies of the scheme and explanatory statement in terms of section 312 of the
Companies Act explaining the scheme, a copy of the Order of Court convening the
scheme meeting and a list of all scheme creditors known to MGX reflecting where
appropriate the amount for which each creditor is being regarded as a scheme
creditor, this notice and the approved form of proxy, will be sent to all scheme
creditors on or about 17 December 2003 and may be inspected and obtained on
request from MGX (c/o Charl du Plessis) at its registered office, being 22
Milkyway Avenue, Linbro Office Park, Linbro Park, during normal business hours
from Monday, 17 December 2003.
Each scheme creditor may attend and vote in person or by representative at the
scheme meeting and may appoint any other person (who need not be a creditor of
MGX) as a proxy to attend, speak and vote in such scheme creditor"s place. The
required form of proxy (blue) will be sent to known scheme creditors and may be
obtained on request from MGX"s registered office, c/o Charl du Plessis, at the
address and at the times stated above.
Any scheme creditor wishing to appoint a proxy must ensure that the relevant
form of proxy, duly completed and executed, is filed with the chairperson in the
following manner:
1. by hand, c/o Charl du Plessis, 22 Milkyway Avenue, Linbro Office Park,
Linbro Park, by no later than 10:00 on Thursday, 15 January 2004; or
2. by post, c/o Charl du Plessis, PO Box 1697, Bramley, 2018, to be received
by no later than 10:00 on Thursday, 15 January 2004; or
3. by facsimile, c/o Charl du Plessis, facsimile number 011 458 6615, by no
later than 10:00 on Thursday, 15 January 2004; or
4. by handing the form of proxy to the chairperson no later than 10 minutes
before the time for commencement of the scheme meeting.
In terms of the Order of Court, the chairperson will report the result of the
scheme meeting to the above Honourable Court on Tuesday, 27 January 2004. A copy
of such report will be available on request (free of charge) to any creditor of
MGX at MGX"s 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.
MERVYN TABACK
Chairperson of the scheme meeting
Attorneys to the scheme
Webber Wentzel Bowens
10 Fricker Road
Illovo Boulevard
Illovo
Johannesburg, 2196
(PO Box 61771, Marshalltown, 2107)
Telephone number (011) 530 5000
Facsimile number (011) 530 5120
Reference: J C Els/J A Milner
Date: 18/12/2003 08:36:04 AM Produced by the JSE SENS Department
