| Fri 15 Oct 2004, 8:48 | | NOTICE OF SCHEME MEETING |
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FORIM HOLDINGS LIMITED - NOTICE OF SCHEME MEETING
FORIM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/004111/06)
JSE Share Code: FOM
ISIN: ZAE000002689
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 04/22344
Before the Honourable Justice Van Oosten
In the the ex parte application of:
FORIM HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1986/004111/06)
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 Unicorde Solutions
(Proprietary) Limited (`Unicorde`), 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 office of Forim, 4th Floor, 17
Faraday Street, Village Main, Johannesburg at 10:00 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 scheme`) proposed by Thebe between
the Applicant and its shareholders, other than Unicorde (`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, Thebe,
together with its associated company, Unicorde, 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 68 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 scheme, 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 one person is appointed on a single form of proxy, 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 61051, Marshalltown, 2107) to be received by no later than 10:00 on Friday,
5 November 2004, or more than 24 (twenty-four) hours preceding any adjourned
meeting or handed to the chairperson of the scheme meeting no later than 10
(ten) minutes before the scheduled time for the commencement of the scheme
meeting or adjourned meeting. Notwithstanding the aforegoing, the chairperson of
the scheme meeting may approve, at the chairperson`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 scheme 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 chairperson of the scheme
meeting or adjourned 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 chairperson`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 chairperson, 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 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
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
