| Wed 18 Aug 2004, 17:19 | | IST GROUP LIMITED - NOTICE OF SCHEME MEETING |
|
IST GROUP LIMITED - NOTICE OF SCHEME MEETING
IST GROUP LIMITED
(Incorporated in the Republic
of South Africa)
(Registration number
1998/011521/06)
Share code: IST
ISIN: ZAE000015798
(`IST`)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF
SOUTH AFRICA Case number: 20866/04
(TRANSVAAL PROVINCIAL
DIVISION)
Pretoria, 19 August 2004
Before the Honourable
Justice van der Merwe
In the matter of the ex
parte application of:
IST Group Limited Applicant
(Incorporated in the
Republic of South Africa)
(Registration number
1998/011521/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an order of Court dated Tuesday, 17
August 2004, the High Court of South Africa (Transvaal Provincial Division) has
ordered that a meeting in terms of section 311 of the Companies Act, 1973 (Act
61 of 1973), as amended (`Companies Act`), of the shareholders of the Applicant
(`scheme meeting`), registered as such at 17:00 on Thursday, 9 September 2004
(`scheme members`), be held under the Chairmanship of Kevin Richard Cron, or
failing him, Andre Visser or, failing both of them, any other independent person
agreed to by the above Honourable Court (`chairman`), at the offices of
Attorneys Webber Wentzel Bowens, 10 Fricker Road, Illovo, Johannesburg, 2196, on
Monday 13 September 2004 at 10:00, for the purpose of considering and, if deemed
fit, of approving, with or without modification, a scheme of arrangement
(`scheme`) proposed by Manupont 198 (Proprietary) Limited (`Manupont`) between
the Applicant and its shareholders, which scheme will be submitted to the scheme
meeting, provided that 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 scheme members.
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, Manupont
will become the owner of the entire issued share capital of the Applicant. In
terms of the scheme, each IST shareholder will receive R1.80 in South African
Rand (`the scheme consideration`) for every 1 (one) ordinary share in the
Applicant held by such shareholder on the consideration record date of the
scheme, which record date is expected to be Friday 1 October 2004 (`scheme
share`).
Each scheme member who holds certificated ordinary shares in the Applicant
(`certificated scheme member`) or who holds dematerialised ordinary 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 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 in the place of such certificated scheme member or
dematerialised own name scheme member.
A form of proxy 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 ordinary shares in the Applicant at
their addresses as recorded in the register of members of the Applicant at the
close of business at least 4 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 Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) to be received by no later than 10:00 on Friday 10 September
2004, or on the business day immediately preceding any adjourned meeting, or
handed to the chairman of the scheme meeting not 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 the chairman`s discretion the use of any other
form of proxy.
Each person who holds a beneficial interest in dematerialised ordinary shares in
the Applicant and who does not have own name registration (`dematerialised
scheme member`) may attend, speak and vote, or abstain from voting in person at
the scheme meeting or adjourned scheme meeting only if such dematerialised
scheme member informs his/her CSDP or broker timeously of his/her intention to
attend and vote, or abstain from voting at the scheme meeting or adjourned
scheme meeting or be represented by proxy thereat in order for his/her CSDP or
broker to issue him/her with the necessary authorisation in writing to do so or
such dematerialised scheme member provides his/her CSDP or broker timeously with
his/her voting instruction should such dematerialised scheme member not wish to
attend the scheme meeting or adjourned scheme meeting in person in order for
his/her CSDP or broker to vote in accordance with his/her instruction at the
scheme meeting or adjourned scheme meeting. The CSDP or broker will then
provide the transfer secretaries of the Applicant with forms of proxy in terms
of each individual dematerialised scheme member`s instruction.
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, 21 September 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 scheme member, free of charge, at the registered
office of the Applicant, during normal business hours at least 1 week 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 statement in terms of
section 312(1) of the Companies Act, explaining the scheme and the order of
Court summoning the scheme meeting, are included in the document which will be
sent to holders of ordinary shares in 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, being 221 Garstfontein Road, Menlyn, Pretoria.
KEVIN RICHARD CRON
Chairman of the scheme meeting
WEBBER WENTZEL BOWENS
10 Fricker Road, Illovo, Johannesburg, 2196
PO Box 61771, Marshalltown, 2107
Tel: (011) 530 5628
Fax: (011) 530 5120
Ref: JC Els
Date: 18/08/2004 05:15:05 PM Produced by the JSE SENS Department
