| Fri 11 Jun 2004, 14:52 | | Notice Of Scheme Meeting |
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Mercantile Lisbon Bank Holdings Limited - Notice Of Scheme Meeting
Mercantile Lisbon Bank Holdings Limited
IN THE HIGH COURT OF SOUTH AFRICA Case number: 2004/11496
(WITWATERSRAND LOCAL DIVISION)
In the ex parte application of:
MERCANTILE LISBON BANK HOLDINGS LIMITED Applicant
(Registration number 1989/000164/06)
Notice is hereby given that, in terms of an Order of Court in the above matter
dated 1 June 2004 (`the Order`) 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, 1973, as amended (`the Act`), that a meeting
(`the scheme meeting`) of the shareholders of the Applicant, registered as
such at 17:00 on Friday, 25 June 2004 (`scheme participants`) be convened
under the chairmanship of Stephan du Toit SC, for the purpose of considering
and, if deemed fit, approving, with or without modification, the scheme of
arrangement (`the scheme`) proposed by the Applicant between the company and
its shareholders.
The scheme meeting will be held at 10:30 or 10 minutes after the completion or
adjournment of the general meeting of the Applicant, convened for 10:00 on the
same date and at the same venue, whichever is the later, on Wednesday, 30 June
2004 at the registered office of the Applicant, First Floor, Mercantile Lisbon
House,
142 West Street, Sandown, 2196.
The essence of the scheme is that it will, upon implementation, result in the
reduction of the authorised and issued share capital of the Applicant from
R213 896 297,50 divided into 855 585 190 ordinary shares of 25 cents each, by
R205 340 445,60, to R8 555 851,90, divided into 855 585 190 ordinary shares of
one cent each, without a return of capital to shareholders.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Act, the form of proxy and the Order of Court convening the scheme meeting
and the notice of the scheme meeting have been sent to shareholders by prepaid
registered post 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,
First Floor, Mercantile Lisbon House, 142 West Street, Sandown, 2196.
Forms of proxy have been posted to shareholders with this notice. Shareholders
are referred to the notes thereto, which should be read prior to completion of
a form of proxy.
Scheme participants holding certificated shares and scheme participants who
have dematerialised their shares with own-name registration who wish to
attend, speak and vote at the scheme meeting shall be entitled to do so.
Scheme participants who rather wish to be represented at the scheme meeting by
proxy must complete the form of proxy in accordance with the instructions
contained thereon and return it by hand, c/o Francisco Vicente Coelho, the
Company Secretary, First Floor, Mercantile Lisbon House, 142 West Street,
Sandown, 2196 or by post to PO Box 782699, Sandton, 2146, or by facsimile, c/o
Francisco Vicente Coelho, the Company Secretary, facsimile number 011 302 0729
to be received by not later than 10:30 on Monday, 28 June 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 participants who have already dematerialised their Mercantile shares,
other than with 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 Tuesday, 1 June 2004, 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, 13 July
2004. A copy of the chairman of the scheme meeting`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 six days
before the date fixed by the Court for the chairman of the scheme meeting to
report back to it.
The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of such conditions being its sanction by the Court.
Stephan du Toit SC
Chairman of the scheme meeting
Sandton
8 June 2004
APPLICANT`S ATTORNEYS
Vorster Pereira
2nd Floor, 3 Merchant Place
1 Fredman Drive
Sandton, 2196
Tel: 011 884 7170
Fax: 011 884 7178
Ref: Mr Dallas Mason-Jones
Date: 11/06/2004 02:33:02 PM
Produced by the JSE SENS Department
