| Thu 5 Feb 2004, 9:57 | | Notice of General Meeting |
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Datatec Limited - Notice of General Meeting
Datatec Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/005004/06
Share Code: DTC ISIN: ZAE000017745
("Datatec" or "the Company")
Notice of General Meeting
Notice is hereby given that a general meeting of the shareholders of Datatec
Limited (registration number: 1994/005004/06) ("the Company") will be held in
the auditorium on Tuesday, 24 February 2004 at Building 8, Harrowdene Office
Park, Western Service Road, Woodmead, Republic of South Africa at 10h00 for the
purpose of considering and, if deemed fit, passing with or without modification
the following ordinary resolutions:
1.1 Ordinary Resolution 1:
that in terms of section 228 of the Companies Act 1973, the board of
directors of the Company ("the Board") be authorised to:
1.1.1 transfer all of the shares held by the Company in Westcon Group, Inc.
("Westcon") at the fair market value of such shares;
1.1.2 transfer all of the shares held by the Company in Logicalis Group
Limited ("Logicalis") at the fair market value of such shares;
1.1.3 transfer all of the shares held by the Company in Mason Group Limited
("Mason") at the fair market value of such shares;
1.1.4 cede all of the claims which the Company has on loan account against
Westcon and its subsidiaries at their
face value;
1.1.5 cede all of the claims which the Company has on loan account against
Logicalis and its subsidiaries at their face value; and
1.1.6 cede all of the claims which the Company has on loan account against
Mason and its subsidiaries at their
face value, (the shares referred to in paragraphs 1.1.1 to 1.1.3 being
collectively "the Shares" and the claims referred to in paragraphs
1.1.4 to 1.1.6 being collectively "the Claims"), to a company to be
incorporated in the United Kingdom which will be a wholly owned
subsidiary of the Company ("the UK Subsidiary"), in one indivisible
transaction at (in the case of the Shares) the aggregate fair market
value of the Shares and (in the case of the Claims) at the aggregate
face value of the Claims. The consideration for the transfers (in the
case of the Shares) shall be the aggregate fair market value of the
Shares and shall be satisfied by the issue to the Company of shares by
the UK Subsidiary (such that the Company shall be the sole registered
shareholder of the UK Subsidiary) and the consideration for the
cessions (in the case of the Claims) shall be the aggregate face value
of the Claims and shall be satisfied by leaving such aggregate face
value outstanding on loan account as between the UK Subsidiary (as
debtor) and the Company (as creditor). The fair market value of the
Shares will be independently determined by Ernst & Young.
1.2 Ordinary Resolution 2:
that, subject to the passing of Ordinary Resolution 1, any member of
the Board or the secretary of the Company be authorised to perform all
acts and sign all documents necessary which may be required to give
effect to the resolution.
2. Reason and Effect of Ordinary Resolution 1
2.1 The Board proposes the incorporation of the UK Subsidiary, of which the
Company will be the sole registered shareholder. The UK Subsidiary will
purchase the Shares and take cession of the Claims from the Company
("the Transaction"). The consideration for the Transaction shall be the
aggregate fair market value of the Shares, as determined by Ernst &
Young, and the aggregate face value of the Claims. The consideration
for the Transaction shall be satisfied by the UK Subsidiary issuing
shares in the UK Subsidiary to the Company, the fair market value of
such shares amounting to, and being equal to, the aggregate fair market
value of the Shares and the UK Subsidiary recording a claim on loan
account in favour of the Company, the face value of such claim
amounting to, and being equal to, the aggregate face value of the
Claims ceded to the UK Subsidiary.
2.2 The effect of the Transaction will be to internally restructure the
ownership of a substantial part of the foreign assets currently held by
the Company, to create a more flexible offshore structure for the
Company. The Company will receive consideration pursuant to the
Transaction equal to the fair market value of the assets transferred
and ceded to the UK Subsidiary.
2.3 Ordinary Resolution number 1 is subject to approval by the South
African Reserve Bank.
3. Voting and Proxies
3.1. Members who have not dematerialised their shares or who have
dematerialised their shares with "own name"
registration are entitled to attend and vote at the meeting and are
entitled to appoint a proxy or proxies to attend, speak and vote in
their stead. The person so appointed need not be a member. Proxy forms
should be forwarded to reach the Company"s transfer secretaries by
10h00 on Friday, 20 February 2004.
3.2 Members who have dematerialised their shares, other than those members
who have dematerialised their shares with
"own name" registration, should contact their CSDP or broker in the
manner and time stipulated in their agreement to furnish them with
their voting instructions and in the event that they wish to attend the
meeting, to obtain the necessary authority to do so.
3.3. On a show of hands, every member of the company present in person or
represented by proxy shall have one vote only. On a poll, every member
of the company shall have one vote for every share held in the Company
by such member.
By order of the Board.
I P Dittrich
Company Secretary
Wendywood
5 February 2004
Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited, Corporate Finance
