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Intervid - Notice Of Scheme Meeting
INTERVID LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/011483/06)
Share code: ITV
ISIN : ZAE000025615
(`Intervid`)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
Case number 4274/2004
(NATAL PROVINCIAL DIVISION)
PIETERMARITZBURG: 29 June 2004
In the ex parte application of:
INTERVID LIMITED
Applicant
(Incorporated in the Republic of South Africa with registration number
1999/011483/06)
Notice is hereby given that, in terms of an Order of Court in the above matter,
dated 29 June 2004, the High Court of South Africa (Natal Provincial 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 VenFin
Limited (`VenFin`) and its subsidiaries, registered as such at 17:00 on Friday
23 July 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 Peter John Ledger Hope, a director of the same firm of
attorneys, or failing him, an independent attorney or advocate nominated for
that purpose by the Applicant`s attorneys, for the purpose of considering and,
if deemed fit, approving, with or without modification, the scheme of
arrangement (`the scheme`) proposed by VenFin between the Applicant and the
holders of its issued shares, other than VenFin and its subsidiaries.
The scheme meeting will be held at 12:00 on Tuesday 27 July 2004 at 6 Charles
Way, Kloof, 3610, for purposes of considering and, if deemed fit, approving with
or without modification, the scheme.
The essence of the scheme is that, upon implementation, VenFin and its
subsidiaries will become 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 will be terminated. In terms of the scheme, the scheme
participants will at their election receive either a consideration of 34 cents
for each ordinary share of 0.01 cent each in the Applicant that they hold, or 1
VenFin ordinary share for every 60 ordinary shares of 0,01 cent each in the
Applicant that 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 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 6 Charles Way,
Kloof, 3610.
The necessary form of proxy accompanies this notice. Additional forms of proxy
may be obtained on request from the Applicant`s registered office at 6 Charles
Way, Kloof, 3610.
Scheme members holding certificated shares and dematerialised shareholders with
`own name` registration who wish to attend, speak and vote at the scheme meeting
will 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 them by not later than 12:00 on Monday 26 July 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 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 29 June 2004, the chairman of the scheme
meeting will report the results thereof to the above Honourable Court at 9:30,
or so soon thereafter as counsel may be heard, on Thursday 5 August 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 1 week before the date fixed by the Court for the
chairman 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.
MARK ANDREW PHILLIPS
Chairman of the scheme meeting
Hofmeyr Herbstein & Gihwala Inc.
Applicant`s attorneys
C/o Geyser, Liebetrau, Du Toit & Louw Inc
380 Loop Street
Pietermaritzburg
Telephone: (033) 394 9091
Facsimile: (033) 342 4771
Reference: Mr Andries Geyser
01 July 2004
Date: 02/07/2004 08:00:04 AM
Produced by the JSE SENS Department
