| Thu 14 Oct 2004, 14:34 | | NOTICE OF SCHEME MEETING |
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AMALGAMATED BEVERAGE INDUSTRIES LIMITED - NOTICE OF SCHEME MEETING
Amalgamated Beverage Industries Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1970/006820/06)
Share code: ABI
ISIN number: ZAE000000048
(`ABI Limited` or `the company`)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2004/22062
Before the Honourable Justice F H D Van Oosten
In the ex parte application of:
AMALGAMATED BEVERAGE INDUSTRIES LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1970/006820/06)
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Tuesday, 12
October 2004, the High Court of South Africa (Witwatersrand Local Division) has
ordered, in accordance with the provisions of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended (`Companies Act`), that a meeting (`scheme
meeting`) of the members of the Applicant, other than ABI Holding Company
(Proprietary) Limited (`ABI Holdco`), registered as such at 17:00 on Thursday, 4
November 2004, be held under the chairmanship of Mr Philip Vallet, or failing
him, Mr Solomon Slom of Fluxmans Inc. or, failing both of them, any other
independent person appointed by the Court, in the boardroom of the Applicant at
ABI House, 14 Pongola Crescent, Eastgate Extension 17, Sandton, 2199, at 14:00
on Tuesday, 9 November 2004 (or any adjourned date as determined by the
chairman) (`adjourned meeting`) for the purposes of considering and, if deemed
fit, agreeing to, with or without modification, a scheme of arrangement (`the
scheme`) proposed by Other Beverage Interests (Proprietary) Limited (`OBI`)
between the Applicant and its shareholders, other than ABI Holdco (`the scheme
participants`), 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 participants.
The implementation of the scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction by the
above Honourable Court and a certified copy of the Order of the above Honourable
Court sanctioning the scheme being lodged with and registered by the Registrar
of Companies.
The basic characteristic of the scheme is that, upon implementation, SABMiller
plc will become the owner, either directly or indirectly, of the entire issued
share capital of the Applicant. In terms of the scheme, the scheme participants
will receive a cash consideration of 9100 cents for every 1 (one) ordinary share
in the Applicant held by such scheme participant.
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`) 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 or any adjourned meeting in the place of such certificated
scheme member or dematerialised own-name scheme member. A form of proxy (pink)
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 on or about 4 (four) calendar days before the date of such posting.
If more than 1 (one) person is appointed on a single form of proxy (pink), 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 (pink) 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 61763, Marshalltown, 2107) to be received by no later than 14:00 on Friday,
5 November 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 aforegoing, the chairman of the
scheme meeting may approve in the chairman`s discretion the use of any other
form of proxy.
Each scheme member 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 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 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 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 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 meeting must report the results thereof to the above
Honourable Court on Tuesday, 23 November 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 and at the office of the chairman, during normal
business hours at least 1 (one) 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 (pink) to be used at the scheme meeting
or any adjourned 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 and of which this notice
forms part. Such documents may be inspected and copies thereof obtained on
request, free of charge, during normal business hours, at any time prior to the
meeting, at the registered office of the Applicant, being ABI House, 14 Pongola
Crescent, Eastgate Extension 17, Sandton, 2199.
Chairperson of the scheme meeting
Attorneys to the Applicant
Routledge Modise Moss Morris
2 Pybus Road
Sandton
2196
PO Box 78333
Sandton City
2146
Tel: +27 (11) 286 6900
Fax: +27 (11) 286 6901
Ref: Mr C Kantor
