| Fri 15 Oct 2004, 8:39 | | NOTICE OF ORDINARY SCHEME MEETING |
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ALLIANCE PHARMACEUTICALS LIMITED - NOTICE OF ORDINARY SCHEME MEETING
ALLIANCE PHARMACEUTICALS LIMITED
Share code: ALN
ISIN: ZAE000011110
NOTICE OF ORDINARY SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 04/22345
Before the Honourable Justice Van Oosten
In the the ex parte application of:
ALLIANCE PHARMACEUTICALS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1981/006145/06)
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,
Act 61 of 1973, as amended (`Companies Act`), that a meeting (`ordinary scheme
meeting`) of the ordinary members of the Applicant, other than Thebe Health Care
(Proprietary) Limited (`Thebe`), Unicorde Solutions (Proprietary) Limited
(`Unicorde`) and Forim Holdings Limited (`Forim`), registered as such at 17:00
on Thursday, 4 November 2004, be held under the chairmanship of Mr Christopher
Haig Ewing, or failing him, any other independent person appointed by the Court,
in the boardroom of the Applicant at the registered offices of Alliance, 4th
Floor, 17 Faraday Street, Village Main, Johannesburg at 10:20 (provided that the
Forim scheme meeting is concluded or adjourned timeously, failing which the
ordinary scheme meeting will commence 10 minutes after the conclusion or
adjournment of the Forim scheme meeting) on Monday, 8 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 ordinary scheme`) proposed by Thebe
between the Applicant and its ordinary shareholders, other than Thebe, Unicorde
and Forim, (`the ordinary scheme participants`), provided that the ordinary
scheme meeting shall not be entitled to agree to any modification of the
ordinary scheme which has the effect of diminishing the rights that are to
accrue in terms thereof to ordinary scheme participants.
The implementation of the ordinary 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 ordinary scheme being lodged with and
registered by the Registrar of Companies.
The basic characteristic of the ordinary scheme is that, upon implementation,
Thebe, together with Forim and Unicorde, will become the owner, either directly
or indirectly, of the entire issued ordinary share capital of the Applicant. In
terms of the ordinary scheme, the ordinary scheme participants will receive a
cash consideration of 40 cents plus interest at a rate of 7.5% per annum,
compounded monthly in arrears, from Friday, 27 August 2004 to the operative date
of the ordinary scheme for every 1 (one) ordinary share in the Applicant held by
such ordinary scheme participant.
Each ordinary 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 ordinary
scheme member`), may attend, speak and vote, or abstain from voting in person at
the ordinary scheme meeting or any adjourned meeting, or may appoint one or more
proxies (who need not be ordinary shareholders of the Applicant) to attend,
speak and vote, or abstain from voting at the ordinary scheme meeting or any
adjourned meeting in the place of such certificated ordinary scheme member or
dematerialised own name ordinary scheme member. A form of proxy (pink) for this
purpose, for completion by certificated ordinary scheme members and
dematerialised own name ordinary 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 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 ordinary scheme member or senior dematerialised own name ordinary
scheme member (seniority will be determined by the order in which the names of
the joint certificated ordinary scheme members or joint dematerialised own name
ordinary 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 ordinary scheme member(s) or joint
dematerialised own name ordinary 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 61051, Marshalltown, 2107) to be received by no later than 10:20 on Friday,
5 November 2004, or 24 (twenty-four) hours prior to any adjourned meeting. Forms
of proxy (pink) may also be handed to the chairperson of the scheme meeting no
later than 10 (ten) minutes before the commencement of the ordinary scheme
meeting. Notwithstanding the aforegoing, the chairperson of the ordinary scheme
meeting may approve in the chairman`s discretion the use of any other form of
proxy.
Each ordinary scheme member who holds a beneficial interest in dematerialised
ordinary shares in the Applicant and who does not have own name registration
(`dematerialised ordinary scheme member`) may attend, speak and vote, or abstain
from voting in person at the ordinary scheme meeting or adjourned ordinary
scheme meeting only if such dematerialised ordinary scheme member informs
his/her CSDP or broker timeously of his/her intention to attend and vote, or
abstain from voting at the ordinary scheme meeting or adjourned ordinary 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 ordinary scheme member provides his/her CSDP or broker timeously
with his/her voting instruction should such dematerialised ordinary scheme
member not wish to attend the ordinary scheme meeting or adjourned ordinary
scheme meeting in person in order for his/her CSDP or broker to vote in
accordance with his/her instruction at the ordinary scheme meeting or adjourned
ordinary 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 ordinary scheme member`s instruction.
In terms of the aforementioned Order of Court, the chairman of the ordinary
scheme meeting or adjourned ordinary scheme meeting must report the results
thereof to the above Honourable Court on Tuesday, 16 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 ordinary 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 ordinary
scheme meeting or any adjourned ordinary scheme meeting, the ordinary scheme,
the explanatory statement in terms of section 312(1) of the Companies Act,
explaining the ordinary scheme and the Order of Court summoning the ordinary
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 ordinary scheme
meeting, at the registered office of the Applicant, being 4th Floor, 17 Faraday
Street, Village Main, Johannesburg and at the offices of the chairman c/o Cliffe
Dekker Incorporated, 4th Floor, 1 Protea Place, Sandown, Sandton.
Mr Christopher Haig Ewing
Chairperson of the scheme meeting
12 October 2004
Attorneys to the Applicant
Sonnenberg Hoffmann Galombik
5th Floor, ABN Amro House
85 Maude Street
Sandown
Johannesburg, 2196
(PO Box 783 018, Sandton, 2146)
Tel: (011) 669-8000
Fax: (011) 669-8111
Ref: Ms L van der Berg
