| Mon 12 Jan 2004, 8:46 | | NOTICE OF SCHEME MEETING |
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AVIS SOUTHERN AFRICA LIMITED - NOTICE OF SCHEME MEETING
AVIS SOUTHERN AFRICA LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/010320/06)
Share code: AVS
ISIN: ZAE000013371
NOTICE OF SCHEME MEETING
Notice is hereby given that, in terms of an Order of Court in the above matter,
dated 17 December 2003, the High Court of South Africa (Witwatersrand Local
Division) ("the Court") has ordered in accordance with the provisions of section
311 of the Companies Act 61 of 1973, as amended, ("the Companies Act") that a
meeting ("the scheme meeting") of the members of the Applicant, other than
Barloworld Limited ("Barloworld") and its subsidiaries, registered as such at
17:00 on Tuesday 27 January 2004 ("scheme members") be convened under the
chairmanship of Mark Andrew Phillips, a director of attorneys Read Hope Phillips
Thomas & Cadman Inc., or failing him PJ Hope, a director of the same firm of
attorneys, for the purpose of considering and, if deemed fit, approving, with or
without modification, the scheme of arrangement ("the scheme") proposed by
Barloworld between the Applicant and the holders of its issued shares, other
than Barloworld and its subsidiaries.
The scheme meeting will be held at 14:00 on Thursday 29 January 2004 at 2A Sysie
Road, Croydon, Kempton Park, for purposes of considering and, if deemed fit,
approving with or without modification, the scheme.
The essence of the scheme is that, upon implementation, Barloworld and its
subsidiaries will be the beneficial owners of 100% of the issued share capital
of the Applicant and the Applicant"s listing on the JSE Securities Exchange
South Africa, the Botswana Stock Exchange and the Namibian Stock Exchange will
be terminated. In terms of the scheme, the scheme participants will receive a
consideration consisting of R9.70 in cash and 0.05 Barloworld shares for each
ordinary share of 10 cents each in the Applicant, which they hold.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act, the form of proxy and the Order of Court convening the scheme
meeting are included in the circular posted to members of the Applicant on or
about 18 December 2003 and copies may on request by any member of the Applicant
be inspected at or obtained free of charge during normal business hours at any
time prior to the scheme meeting, from the registered office of the Applicant at
2A Sysie Road, Croydon, Kempton Park.
The necessary form of proxy is included in the abovementioned circular.
Additional forms of proxy may be obtained on request from the Applicant"s
registered office at 2A Sysie Road, Croydon, Kempton Park.
Scheme members holding certificated shares, and dematerialised shareholders with
own name registration, who wish to attend, speak and vote at the scheme meeting
shall be entitled to do so. Scheme members who rather wish to be represented at
the scheme meeting by a proxy must complete the form of proxy in accordance with
the instructions contained thereon, and return it to the transfer secretaries to
be received by not later than 14:00 on Tuesday 27 January 2004. 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 in the Applicant,
other than by own name registration, must not complete the 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 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, the one of the said persons whose name is
recorded first in the register of members of the Applicant or 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 17 December 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 Tuesday 16 March 2004.
A copy of the chairman"s report to the Court will be available (free of charge)
to any member of the Applicant at the registered office of the Applicant during
normal business hours for at least one week before the date fixed by the Court
for the chairman to report back to it.
The scheme is subject to the fulfillment of certain conditions precedent stated
in the scheme, one of such conditions being its sanction by the Court.
MARK ANDREW PHILLIPS
Chairman of the scheme meeting
Applicant"s attorneys
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
6 Sandown Valley Crescent, Sandown, Sandton, 2196
Tel: (011) 286-1100, Facsimile: (011) 286-1333
(Ref: Mr Johannes Gouws and Mr Dawid Malan)
Date: 12/01/2004 08:00:29 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
