| Thu 12 Aug 2004, 8:57 | | REUNERT LIMITED - NOTICE OF SCHEME MEETING |
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REUNERT LIMITED - NOTICE OF SCHEME MEETING
REUNERT LIMITED
IN THE HIGH COURT OF SOUTH AFRICA Case number 04/16921
(WITWATERSRAND LOCAL DIVISION)
In the ex parte application of
SHARE CODE: RLO
ISIN: ZAE000005914
REUNERT LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1913/004355/06)
Notice is hereby given in terms of an Order of Court dated Tuesday, 10 August
2004 in the above matter that the High Court of South Africa (Witwatersrand
Local Division) has ordered, in accordance with section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, (`the Act`), that a meeting (`the scheme
meeting`) of the ordinary shareholders of the Applicant, other than Bargenel
Investments Limited (`Bargenel`), registered as such at the close of business on
Thursday, 2 September 2004 (`scheme members`), be held on Friday, 3 September
2004 at 10:00 at the registered office of the Applicant, Lincoln Wood Office
Park, 6-10 Woodlands Drive, Woodmead, Sandton, under the chairmanship of Mr
Gareth Walter Driver, or failing him, Mr Morne van der Merwe, or failing both of
them any other independent person nominated for that purpose by Bowman Gilfillan
Inc. and approved by this Honourable Court, for the purpose of considering and,
if deemed fit, of approving, with or without modification, the scheme of
arrangement (`the scheme`) proposed by the Applicant and Bargenel between the
Applicant and its ordinary shareholders, other than Bargenel, provided that the
scheme meeting will not be entitled to agree any modification to the scheme that
diminishes the rights that are to accrue in terms of the scheme.
The basic characteristic of the scheme is that, upon implementation, 10% of the
Reunert ordinary shares (`scheme shares`) held by Reunert ordinary shareholders,
other than those held by Bargenel, will be acquired by Reunert and Bargenel in
terms of sections 85 and 89 of the Act, respectively, and the Reunert ordinary
shareholders (other than Bargenel) will receive the scheme consideration of
2 500 cents for each scheme share held on the record date of the scheme, which
is expected to be Thursday, 23 September 2004.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Act explaining the scheme, this notice, the form of proxy to be used at the
scheme meeting, and the Order of Court authorising the convening of the scheme
meeting are included in the document to which this notice is attached which has
been sent to shareholders of the Applicant and copies may be obtained on request
from the Applicant at its registered office, Lincoln Wood Office Park, 6 - 10
Woodlands Drive, Woodmead, Sandton, 2196 or the office of the transfer
secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001, during normal business hours from
Thursday, 12 August 2004.
Each scheme member who holds certificated ordinary shares or who holds
dematerialised ordinary shares through a Central Securities Depository
Participant (`CSDP`) and has `own name` registration may attend, speak and vote
in person at the scheme meeting or may appoint any other person or persons (who
need not be a member of the Applicant) as a proxy or proxies to attend, speak
and vote in such scheme member`s place at the scheme meeting. The necessary form
of proxy (pink) is included in the document to which this notice is attached.
Additional forms of proxy may be obtained on request from the registered office
of the Applicant as set out above.
Each scheme member who holds dematerialised ordinary shares and does not have
`own name` registration should timeously inform his CSDP or broker should he
wish to attend, speak and vote at the scheme meeting or timeously provide his
CSDP or broker with his voting instruction in order for the CSDP or broker to
vote on his behalf at the scheme meeting.
Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and should be lodged with or posted to the
abovementioned transfer secretaries to be received not later than 10:00 on
Thursday, 2 September 2004, or handed to the chairman of the scheme meeting not
later than 10 (ten) minutes before the scheme meeting is due to commence. Where
there are joint holders of the Applicant`s ordinary shares, any one of such
persons may vote at the scheme meeting in respect of such shares as if he were
solely entitled thereto, but if more than one of such joint holders be present
or represented at the scheme meeting, then the one of the said persons whose
name stands first in the Applicant`s share register 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 abovementioned Order of Court, the chairman of the scheme
meeting will report the results of such meeting to the above Honourable Court at
10:00 or so soon thereafter as Counsel may be heard on Tuesday,
14 September 2004. A copy of the chairman`s report to the Court will be
available on request free of charge to any shareholder of the Applicant at the
registered office referred to above, during normal business hours for at least 7
(seven) calendar days 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, including the sanctioning of the scheme by the above Honourable
Court.
Mr Gareth Walter Driver
Chairman of the scheme meeting
Applicant`s Attorneys
Bowman Gilfillan Inc.
Up to 20 August 2004:
9th Floor, Twin Towers West, Sandton City
Sandton 2196
Tel: (011) 881-9800
Fax: (011) 883-4505
After 20 August 2004:
165 West Street
Sandton, 2146
Tel: (011) 669-9000
Fax: (011) 669-9001
(PO Box 785812, Sandton, 2146)
Ref: Mr R Cohen/Mr G Rock
Date: 12/08/2004 07:48:03 AM Produced by the JSE SENS Department
