| Fri 30 Jan 2004, 17:11 | | Notice Of Scheme Meeting |
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Afrox Healthcare Limited - Notice Of Scheme Meeting
Afrox Healthcare Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1985/001313/06)
Share code: AHH
Isin code: ZAE000022059
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 04/989
Johannesburg, 27 January 2004
Before the Honourable Acting Justice Epstein
In the ex parte application of:
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 27 January
2004 in the above matter, 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 ("Companies
Act"), of the members of the Applicant registered as such at 17:00 on Monday,
23 February 2004 ("scheme members"), be held under the chairmanship of
Phillip Vallet, or failing him, Solomon Slom or, failing both of them, any
other independent person nominated for that purpose by the above Honourable
Court ("chairman"), at the registered office of the Applicant at Afrox House,
23 Webber Street, Selby, Johannesburg, 2001 at 08:30 on Thursday, 26 February
2004 (or any adjourned date determined by the chairman (the "adjourned scheme
meeting")) for the purpose of considering and, if deemed fit, approving, with
or without modification, a scheme of arrangement ("scheme") proposed by
Business Venture Investments No. 790 (Proprietary) Limited (registration
number 2003/002733/07) ("BIDCO") between the Applicant and its shareholders,
provided that the scheme members at the scheme meeting shall not be entitled
to agree to any modification of the scheme which has the effect of
diminishing the rights that are to accrue in terms thereof to the scheme
participants.
The implementation of the scheme is subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the
sanction of the above Honourable Court. The basic characteristic of the
scheme is that, upon implementation, BIDCO will become the owner of the
entire issued share capital of the Applicant. In terms of the scheme, each
scheme participant will receive R13.85 in cash, in South African Rand for
every 1 (one) ordinary share in the Applicant held by such scheme participant
on the record date of the scheme. The amount of R13.85 per share shall
escalate by an effective rate of 5.6% per annum calculated from 1 October
2003 to the day immediately preceding the operative date of the scheme.
Each scheme member who holds certificated shares in the Applicant
("certificated scheme member") or who holds dematerialised shares in the
Applicant through a Central Securities Depository Participant ("CSDP") or
broker and has "own name" registration ("dematerialised own name scheme
member"), may attend, speak and vote, or abstain from voting, in person at
the scheme meeting or any adjourned scheme meeting, or may appoint one or
more proxies (who need not be shareholders of the Applicant) to attend, speak
and vote, or abstain from voting, at the scheme meeting or adjourned scheme
meeting in the place of such certificated scheme member or dematerialised own
name scheme member. A form of proxy (blue) for this purpose, for completion
by certificated scheme members and dematerialised own name scheme members
only, is included in the document which has been posted to all holders of
shares in the Applicant at their addresses as recorded in the register of
members of the Applicant at the close of business not more than 4 (four)
calendar days before the date of such posting. If more than one person is
appointed on a single form of proxy, then only one of those proxies (in order
of appointment) will be entitled to exercise that proxy. In the case of joint
certificated scheme members and joint dematerialised own name scheme members,
the vote of the senior certificated scheme member or senior dematerialised
own name scheme member (seniority will be determined by the order in which
the names of the joint certificated scheme members or joint dematerialised
own name scheme members stand in the Applicant"s register of members) who
tenders a vote (whether in person or by proxy) will be accepted to the
exclusion of the vote of the other joint certificated scheme member(s) or
joint dematerialised own name scheme member(s).
Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Limited, Ground Floor,
70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to
be received by no later than 08:30 on Tuesday, 24 February 2004, or on the
business day immediately preceding any adjourned scheme meeting, or handed to
the chairman of the scheme meeting no later than 10 (ten) minutes before the
scheduled time for the commencement of the scheme meeting or adjourned scheme
meeting. Notwithstanding the foregoing, the chairman of the scheme meeting
may approve in his discretion the use of any other form of proxy.
Shareholders who hold certificated shares in the Applicant through a nominee
and shareholders who hold dematerialised shares in the Applicant through a
CSDP or broker and who do not have "own name" registration who wish to attend
and vote at the scheme meeting should timeously inform their nominee or,
where applicable, their CSDP or broker of their intention to attend and vote
at the scheme meeting or adjourned scheme meeting in order for their nominee
or, where applicable, CSDP or broker to issue them with the necessary
authorisation in writing to do so or, should such shareholders not wish to
attend the scheme meeting or adjourned scheme meeting in person, they should
timeously provide their nominee or, where applicable, CSDP or broker with
their voting instructions in order for their votes to be represented at the
scheme meeting.
In terms of the aforementioned Order of Court, the chairman of the scheme
meeting or adjourned scheme meeting must report the results thereof to the
above Honourable Court on Tuesday, 6 April 2004 at 10:00 or so soon
thereafter as Counsel may be heard. A copy of the chairman"s report to the
Court will be available on request to any shareholder of the Applicant, free
of charge, at the registered office of the Applicant, during normal business
hours at least 7 (seven) calendar days prior to the date fixed by the Court
for the chairman to report back to it.
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned scheme meeting, the scheme, the explanatory statements in terms
of section 312(1) of the Companies Act, explaining the scheme and the Order
of Court convening the scheme meeting, are included in the documents that
have been sent to the shareholders of the Applicant. Such documents may be
inspected and copies thereof obtained on request, free of charge, during
normal business hours, at any time prior to the scheme meeting, at the
registered office of the Applicant, at Afrox House, 23 Webber Street, Selby,
Johannesburg, 2001.
Phillip Vallet
Chairman of the scheme meeting
1 February 2004
Hofmeyr Herbstein & Gihwala Inc
Applicant"s Attorneys
C/o Monte Coetzer Inc
4th Floor
North State Building
95 Market Street
Johannesburg
2001
Tel: (011) 286-1100
Fax: (011) 784-9985
Ref: Mr A de Lange/Mr D Malan
Date: 30/01/2004 05:10:04 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
