| Fri 15 Oct 2004, 8:42 | | ALLIANCE NOTICE OF N-ORDINARY SCHEME MEETING |
|
ALLIANCE PHARMACEUTICALS LIMITED - ALLIANCE NOTICE OF N-ORDINARY SCHEME MEETING
ALLIANCE PHARMACEUTICALS LIMITED
Share code: ALN
ISIN : ZAE000011110
NOTICE OF N-ORDINARY SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 04/22343
Before the Honourable Justice Van Oosten
In 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,
1973 (Act 61 of 1973), as amended (`Companies Act`), that a meeting (`N-ordinary
scheme meeting`) of the N-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 10:40
(provided that the ordinary scheme meeting is concluded or adjourned timeously,
failing which the N-ordinary scheme meeting will commence 10 minutes after the
conclusion or adjournment of the ordinary scheme meeting) on Monday, 8 November
2004 (or any adjourned date as determined by the chairperson (`adjourned
meeting`) for the purposes of considering and, if deemed fit, agreeing to, with
or without modification, a scheme of arrangement (`the N-ordinary scheme`)
proposed by Thebe between the Applicant and its N ordinary shareholders, other
than Thebe, Unicorde and Forim, (`the N-ordinary scheme participants`), provided
that the N-ordinary scheme meeting shall not be entitled to agree to any
modification of the N-ordinary scheme which has the effect of diminishing the
rights that are to accrue in terms thereof to N-ordinary scheme participants.
The implementation of the N-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
N-ordinary scheme being lodged with and registered by the Registrar of
Companies.
The basic characteristic of the N-ordinary scheme is that, upon implementation,
Thebe, together with Forim and Unicorde, will become the owner, either directly
or indirectly, of the entire issued N-ordinary share capital of the Applicant.
In terms of the N-ordinary scheme, the N-ordinary scheme participants will
receive a cash consideration of 40 cents plus interest at a rate of 7,5% per
annum, compounded monthly in arrear, from Friday, 27 August 2004 to the
operative date of the N-ordinary scheme for every 1 (one) ordinary share in the
Applicant held by such N-ordinary scheme participant.
Each N-ordinary scheme member who holds certificated N-ordinary shares in the
Applicant (`certificated scheme member`) or who holds dematerialised N-ordinary
shares in the Applicant through a Central Securities Depository Participant
(`CSDP`) and has `own-name` registration (`dematerialised own name N-ordinary
scheme member`), may attend, speak and vote, or abstain from voting in person at
the N-ordinary scheme meeting or any adjourned meeting, or may appoint one or
more proxies (who need not be N-ordinary shareholders of the Applicant) to
attend, speak and vote, or abstain from voting at the N-ordinary scheme meeting
or any adjourned meeting in the place of such certificated N-ordinary scheme
member or dematerialised own name N-ordinary scheme member. A form of proxy
(pink) for this purpose, for completion by certificated N-ordinary scheme
members and dematerialised own name N-ordinary scheme members only, is included
in the document which has been posted to all holders of N-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 N-ordinary scheme member or senior dematerialised own name N-
ordinary scheme member (seniority will be determined by the order in which the
names of the joint certificated N-ordinary scheme members or joint
dematerialised own name
N-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 N-ordinary scheme member(s) or joint
dematerialised own name
N-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 10:40 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 N-ordinary scheme
meeting. Notwithstanding the aforegoing, the chairperson of the N-ordinary
scheme meeting may approve in the chairperson`s discretion the use of any other
form of proxy.
Each N-ordinary scheme member who holds a beneficial interest in dematerialised
N-ordinary shares in the Applicant and who does not have own name registration
(`dematerialised N-ordinary scheme member`) may attend, speak and vote, or
abstain from voting in person at the N-ordinary scheme meeting or adjourned N-
ordinary scheme meeting only if such dematerialised N-ordinary scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and
vote, or abstain from voting at the N-ordinary scheme meeting or adjourned N-
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 N-ordinary scheme member provides his/her CSDP or
broker timeously with his/her voting instruction should such dematerialised N-
ordinary scheme member not wish to attend the N-ordinary scheme meeting or
adjourned N-ordinary scheme meeting in person in order for his/her CSDP or
broker to vote in accordance with his/her instruction at the N-ordinary scheme
meeting or adjourned N-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 N-ordinary scheme member`s instruction.
In terms of the aforementioned Order of Court, the chairman of the N-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 N-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 chairperson to report back to it.
Copies of this notice, the form of proxy (pink) to be used at the N-ordinary
scheme meeting or any adjourned
N-ordinary scheme meeting, the N-ordinary scheme, the explanatory statement in
terms of section 312(1) of the Companies Act, explaining the N-ordinary scheme
and the Order of Court summoning the N-ordinary scheme meeting, are included in
the document which will be sent to holders of N-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 N-ordinary scheme meeting, at the registered office of the
Applicant, being 4th Floor, 17 Faraday Street, Village Main, Johannesburg.
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
