| Thu 30 Sep 2004, 16:07 | | SAIL GROUP LIMITED - NOTICE OF SCHEME MEETING |
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SAIL GROUP LIMITED - NOTICE OF SCHEME MEETING
SAIL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1941/014601/06)
Share code: SIR
ISIN: ZAE000039962
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case. No 24907/04
(TRANSVAAL PROVINCIAL DIVISION)
In the ex parte application of
SAIL GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1941/014601/06)
Notice is hereby given that, in terms of an Order of Court dated 28 September
2004, in the above matter, the High Court of South Africa (Transvaal Provincial
Division) (`the Court`) has ordered, in accordance with the provisions of
section 311 of the Companies Act, 1973 (`the Act`), that a meeting (`the scheme
meeting`) of shareholders of the Applicant, other than VenFin Media Beleggings
(Proprietary) Limited (`VMB`), Tree Tell 23 (Proprietary) Limited, their
respective subsidiaries and Selwyn Michael Nathan, Sybrand Abraham de Villiers,
Neil Patrick Smith, Michelle van Eyden, Nicolaas Ferdinand van Gass, Danie
Jansen van Vuuren and Dhavanygie Sandra Nair (hereinafter referred to as `the
Consortium`), registered as such at the close of business on Wednesday, 20
October 2004 (`the scheme members`) be convened under the chairmanship of Mr
Mark Andrew Phillips, a director of attorneys Read Hope Phillips Thomas and
Cadman Inc. or, failing him, Mr Peter John Ledger Hope, a director of the same
firm, for the purpose of considering and, if deemed fit, agreeing to with or
without modification, the scheme of arrangement (`the scheme`) proposed by VMB
between the Applicant and its shareholders, other than the members of the
Consortium, provided that the scheme meeting shall not be entitled to agree to
any modification of the scheme that has the effect of diminishing the rights to
accrue to shareholders in terms of the scheme.
The scheme meeting will be held at 10:00 on Monday, 25 October 2004 at the
registered offices of SAIL situated at the SAIL Building, Kyalami Race Track,
Allandale Road, Kyalami, Midrand.
VMB has proposed the scheme which, on becoming operative, will result in VMB
purchasing a total of 172 863 254 shares in the Applicant, representing 62.3% of
the issued share capital of the Applicant, at an aggregate consideration of R70
602 387.
The essence of the scheme is that, upon implementation, members of the
Consortium will become the owners of the entire issued share capital of the
Applicant. In terms of the scheme, scheme participants will (i) in the case of
Luna Corporation (Proprietary) Limited and Nedbank Limited receive 40.48 cents
in cash for every share held in the Applicant; and (ii) in the case of the other
scheme participants receive 42 cents in cash for every share held by such scheme
participants in the Applicant.
A copy of the scheme, the explanatory statement in terms of section 312(1)(a) of
the Act explaining the scheme, the notice convening the scheme meeting, the form
of proxy for use at the scheme meeting and the Order of Court convening the
scheme meeting are included in the document of which this notice forms part and
which has been sent to shareholders and copies may, on request by any
shareholder, be inspected at or obtained free of charge from the registered
office of the Applicant at the SAIL Building, Kyalami Race Track, Allandale
Road, Kyalami, Midrand, during normal business hours from 4 October 2004 to 25
October 2004 (both inclusive).
Each scheme member holding certificated shares and scheme members with
dematerialised shares with `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 shareholders 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 (blue) is included in the document of which this notice
forms part and which has been sent to shareholders of the Applicant. Additional
forms of proxy may be obtained on request from the registered office of the
Applicant as set out above.
Properly completed forms of proxy must be lodged with or posted to Computershare
Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2000 (PO Box 61051, Marshalltown, 2107), so as to be received by
no later than 10:00 on Thursday, 21 October 2004 or handed to the chairman of
the scheme meeting by not later than 10 minutes before the scheme meeting is due
to commence.
Where there are joint holders of 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 be present or represented at the
scheme meeting, that one of such persons whose name stands first in the
Applicant`s register of members in respect of such shares or his proxy, as the
case may be, shall alone be entitled to vote in respect thereof.
In terms of the Order of Court dated 28 September 2004, the chairperson of the
scheme meeting is required to report the results thereof to the above Court at
10:00 or so soon thereafter as Counsel may be heard on Tuesday, 9 November 2004.
A copy of the chairperson`s report to the Court will be available on request
free of charge to any scheme member at the registered office of the Applicant,
at the SAIL Building, Kyalami Race Track, Allandale Road, Kyalami, Midrand, for
at least one week before the date fixed by the Court for the chairperson to
report back to it.
The scheme is subject to the fulfilment of the conditions precedent stated in
the scheme, one of such conditions being the sanctioning thereof by the Court.
Chairman of the scheme meeting
MARK ANDREW PHILLIPS
Applicant`s attorneys
Hofmeyr Herbstein Gihwala Inc.
6 Sandown Valley Crescent
Sandown
Sandton, 2146
(Private Bag X40, Benmore, 2010)
(Ref: Mr JP Gouws/Ms V Pillay)
(c/o Gildenhuys van der Merwe, 2nd Floor, Brooklyn Court, 361 Veale Street,
Brooklyn)
Date: 30/09/2004 03:15:09 PM Produced by the JSE SENS Department
