| Thu 11 Nov 2004, 18:10 | | ORDER OF COURT |
|
JIGSAW HOLDINGS LIMITED - ORDER OF COURT
JIGSAW HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/000111/06)
JSE Share Code: JGS
ISIN:ZAE000018370
JIGSAW HOLDINGS LIMITED
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 27316/04
Before the Honourable Justice J G Wasserman (Acting Judge)
Johannesburg, 2 November 2004
In the ex parte application of:
JIGSAW HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1987/000111/06)
Upon the motion of Counsel for the Applicant and upon reading the notice of
motion and the other documents filed of record:
IT IS ORDERED THAT
1. a meeting (`the scheme meeting`) in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended (`the Act`), of the ordinary shareholders
of the Applicant, other than Revesco Holdings (Proprietary) Limited, Absa Bank
Limited, the Jigsaw Employee Share Incentive Scheme and the Jigsaw Franchise
Network Share Option Scheme (`excluded shareholders`), registered as such at the
close of business on Thursday, 25 November 2004 (`the scheme members`), be held
in the boardroom of the Applicant, Trafalgar Building, 1 St Andrews Street,
Birdhaven, Johannesburg, 2196 on Monday, 29 November 2004 (or any adjourned date
determined by the chairman (`the adjourned meeting`)) and convened by the
chairman referred to in paragraph 2 of this Order of Court (`the chairman`), for
the purposes of considering and, if deemed fit agreeing, with or without
modification, to the scheme of arrangement (`the scheme`) proposed by Revesco,
between the Applicant and the ordinary shareholders of the Applicant, other than
the excluded shareholders, registered as such on the record date of the scheme,
which is expected to be Friday, 17 December 2004 (`scheme participants`);
2. Phillip Vallet, or failing him, Solomon Slom of Fluxmans Inc, or, failing
both of them, another independent attorney or advocate nominated for that
purpose by the Applicant`s attorneys, Cliffe Dekker Inc., be and is hereby
appointed as the chairman of the scheme meeting;
3. the chairman of the scheme meeting is authorised to:
3.1 determine:
3.1.1 whether or not any form of proxy submitted for use at the scheme meeting
and any adjourned meeting is valid and should be accepted; and
3.1.2 the procedure to be followed at the scheme meeting and any adjournment
thereof;
3.2 adjourn the scheme meeting from time to time if he considers it necessary
or desirable to do so;
3.3 appoint scrutineers for the purpose of the scheme meeting and any adjourned
meeting;
3.4 accept forms of proxy handed to him by not later than 10 (ten) minutes
before the scheme meeting and/or any adjourned meeting is due to commence;
4. a notice convening the scheme meeting and the Order of Court shall be
published once in each of Business Day, Beeld and the Government Gazette by not
later than Friday, 12 November 2004. Such notice shall state:
4.1 the time, date and place of the scheme meeting;
4.2 that the scheme meeting has been convened for the purpose of considering,
and, if deemed fit, approving, with or without modification, the scheme;
4.3 that a copy of this Order of Court, the scheme and the explanatory
statement in terms of section 312(1) of the Act, may be inspected and copies
obtained free of charge during normal business hours at any time prior to the
scheme meeting at the registered office of the Applicant, Trafalgar Building, 1
St Andrews Street, Birdhaven, Johannesburg, 2196; and
4.4 that the scheme meeting has been convened in terms of this Order of Court;
5. copies of:
5.1 the scheme and the explanatory statement in terms of section 312(1) of the
Act, substantially in the form of the scheme and explanatory statement attached
to the papers before the above Honourable Court;
5.2 the notice convening the scheme meeting referred to in paragraph 4 of this
Order of Court;
5.3 the form of proxy substantially in the form of the form of proxy attached
to the papers before the above Honourable Court; and
5.4 this Order of Court,
shall be posted by the Applicant by pre-paid post at least 14 (fourteen)
calendar days prior to the date of the scheme meeting to each of the
shareholders of the Applicant at their addresses as recorded in the register of
members of the Applicant at the close of business not more than 4 (four)
calendar days before the date of such posting;
6. a copy of the documents referred to in paragraph 5 shall lie for inspection
at and may be obtained free of charge from the registered office of the
Applicant, being Trafalgar Building, 1 St Andrews Street, Birdhaven,
Johannesburg, 2196, during normal business hours for at least 14 (fourteen)
calendar days prior to the date of the scheme meeting;
7. the chairman shall report the results of the scheme meeting by way of
affidavit to this Honourable Court on Tuesday, 7 December 2004 at 10h00 or as
soon thereafter as Counsel may be heard;
8. with respect to the report required by this Honourable Court from the
chairman of the scheme meeting, details should be given of:
8.1 the number of scheme members present in person or represented at the scheme
meeting;
8.2 the number of scheme members represented by proxy with information as to
the number of shares represented by the chairman in terms of proxies;
8.3 the number of shares held by all the scheme members;
8.4 any proxies which have been disallowed;
8.5 all resolutions passed at the scheme meeting with particulars of the number
of votes cast in favour of and against each such resolution and of any
abstentions, indicating how many votes were cast by the chairman in terms of
proxies;
8.6 all rulings made and directions given by the chairman at the scheme
meeting;
8.7 the relevant portions of documents and reports submitted or tabled at the
scheme meeting which bear on the merits or demerits of the scheme, including
copies thereof; and
8.8 the main points of any other proposal submitted to the scheme meeting;
9. the chairman of the scheme meeting shall make available (and the notice of
the scheme meeting which is published and sent to scheme members shall include a
statement that it will be so available) at the abovementioned registered office
of the Applicant, a copy of the chairman`s report to this Honourable Court to
any shareholder of the Applicant on request, free of charge, during the period
of 7 (seven) calendar days prior or to the date fixed by this Honourable Court
for the chairman to report back to it;
10. any scheme member who holds certificated ordinary shares in the Applicant
or dematerialised ordinary shares in the Applicant through a Central Securities
Depository Participant (`CSDP`) and has `own name` registration and wishes to
vote by proxy, should tender as his proxy, the form of proxy referred to in
paragraph 5.3 of this Order of Court. In addition, forms of proxy may be handed
to the chairman up to 10 (ten) minutes before the scheme meeting is due to
commence; and
11. any scheme member who holds dematerialised ordinary shares in the Applicant
through a CSDP or broker and does not have `own name` registration and wishes to
vote at the scheme meeting, should timeously inform his CSDP or broker of his
intention to attend and vote at the scheme meeting or be represented by proxy
thereat in order for the CSDP or broker to issue him with the necessary
authorisation to do so, or should he not wish to attend the scheme meeting in
person, timeously provide his CSDP or broker with his voting instructions in
order for the CSDP or broker to vote at the scheme meeting in accordance with
his instructions.
By Order of Court
Registrar
Applicant`s Attorneys
Cliffe Dekker Inc.
1 Protea Place
Sandown
Sandton, 2196
(Private Bag X7, Benmore, 2010)
Telephone: (011) 290-7125
Fax: (011) 290-7300
Ref: Mr W Jacobs
Date: 11/11/2004 05:15:06 PM
Produced by the JSE SENS Department
