| Fri 27 Aug 2004, 14:31 | | Notice Of Scheme Meeting |
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Admiral Leisure World Limited - Notice Of Scheme Meeting
Admiral Leisure World Limited
JSE Share Code: ADL
ISIN: ZAE000010229
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number: 20723/04
(Transvaal Provincial Division)
In the ex parte application of:
ADMIRAL LEISURE WORLD LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1938/011493/06)
Under authority of an Order of the High Court of South Africa (Transvaal
Provincial Division) (`the Court`) issued in the above matter on Tuesday, 17
August 2004, this notice serves to convene a meeting of ordinary shareholders of
the Applicant (apart from Austrian Gaming Industries GmbH, (`AGI`) and Warren
Wade Banks) who are recorded in the register of the Applicant as such at 17:00
on Thursday, 9 September 2004 (`the scheme members`) (`the scheme meeting`).
The scheme meeting will be held at 09:00 on Monday, 13 September 2004 in the
boardroom, Unit 1, 151 Lechwe Street, Corporate Park, Midrand, 1685. Mr
Christopher Haig Ewing has been appointed by the Court as chairperson and the
chairperson`s address is c/o Cliffe Dekker Incorporated, 4th Floor, 1 Protea
Place, Sandown, Sandton, 2196 (Private Bag X7, Benmore, 2010).
The purpose of the scheme meeting is to consider and, if deemed fit, to agree
(with or without modification) to the scheme of arrangement (`the scheme`)
proposed by AGI between the Applicant and the scheme members. The object of the
scheme is that, subject to the fulfilment of certain conditions precedent which
are stated in paragraph 5 of the scheme, AGI will acquire all of the Applicant`s
shares held by scheme members who are registered as shareholders of the
Applicant on the consideration record date (as referred to in the circular dated
19 August 2004 which has been posted to scheme members) and which is expected to
be Friday, 1 October 2004 (`the scheme record date`). In terms of the scheme,
the scheme participants will receive 32 (thirty-two) cents for every share in
the Applicant held on the scheme record date.
A copy of the scheme, the statement in terms of section 312(1) of the Companies
Act, 1973 (Act 61 of 1973), as amended, which explains the scheme, this notice,
the approved form of proxy and the Order of Court convening the scheme meeting
have been posted to scheme members. Scheme members may, during normal business
hours, inspect or obtain a copy of these documents, free of charge, at the
Applicant`s registered office at Unit 1, 151 Lechwe Street, Corporate Park,
Midrand, 1685 (PO Box 6160, Halfway House, 1685), or from the office of the
chairperson, c/o Cliffe Dekker Incorporated, 4th Floor, 1 Protea Place, Sandown,
Sandton, 2196 (Private Bag X7, Benmore, 2010).
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 in person at the scheme meeting or any
adjourned scheme meeting, or may appoint 1 (one) or more proxies (who need not
be shareholders of the Applicant) to attend, speak and vote 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 a
certificated scheme member and dematerialised own name scheme member only, is
included in the circular dated 19 August 2004 which has been posted to scheme
members at their addresses as recorded in the register of shareholders of the
Applicant not more than 4 (four) calendar days before the date of such posting.
If more than 1 (one) person is appointed on a single form of proxy, then only 1
(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 shareholders) 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 09:00 on Friday, 10
September 2004, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson of the scheme meeting no later than 10
(ten) minutes before the scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairperson of the scheme meeting may
approve in the chairperson`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 in person at the scheme meeting or
adjourned meeting only if such dematerialised scheme member informs his CSDP or
broker timeously of his intention to attend and vote at the scheme meeting or
adjourned meeting or be represented by proxy thereat in order for his CSDP or
broker to issue him with the necessary authorisation to do so or such
dematerialised scheme member provides his CSDP or broker timeously with his
voting instruction should such dematerialised scheme member not wish to attend
the scheme meeting or adjourned meeting in person in order for his CSDP or
broker to vote in accordance with his instruction at the scheme meeting or
adjourned 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.
The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10:00 or so soon
thereafter as Counsel may be heard on Tuesday, 21 September 2004. During normal
business hours in the week preceding that date a free copy of the chairperson`s
report to Court will be available to any scheme member at the chairperson`s
office and the Applicant`s registered office referred to above.
Christopher Haig Ewing
Chairperson of the scheme meeting
17 August 2004
FLUXMANS INC
Attorneys for Applicant
c/o Friedland Hart
201 Van Der Stel Building
179 Pretorius Street
Pretoria
0002
Tel: (012) 326-3331
Fax: (012) 324-2178
Ref: Mr G Painter
Date: 27/08/2004 10:56:01 AM Produced by the JSE SENS Department
