| Thu 11 Nov 2004, 18:10 | | NOTICE OF SCHEME MEETING |
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Jigsaw Holdings Limited - Notice of scheme meeting
Jigsaw Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/000111/06)
JSE Share Code: JGS
ISIN: ZAE000018370
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 27316/04
In the matter of the ex parte application of:
Jigsaw Holdings Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1987/000111/06)
Notice is hereby given that, in terms of an Order of Court dated Tuesday, 2
November 2004, the High Court of South Africa (Witwatersrand Local Division) has
ordered that a meeting (`the scheme meeting`) 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, under the chairmanship of Phillip Vallet or
failing him, Solomon Slom of Fluxmans Inc, or, failing both of them, an
independent attorney or advocate nominated
by Cliffe Dekker Inc., at 10h00 on Monday, 29 November 2004 (or any adjourned
date as determined by the chairman (`adjourned meeting`)) for the purpose of
considering and, if deemed fit, agreeing, with or without modification, to a
scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended (`the scheme`), proposed by Revesco between the Applicant
and the ordinary shareholders of the Applicant registered as such on the record
date for the scheme (`the record date`), other than the excluded shareholders,
which record date is expected to be Friday, 17 December 2004 (`the scheme
participants`).
The implementation of the scheme is subject to fulfilment, by no later than 31
January 2005, of the conditions precedent stated therein, including, but not
limited to, the sanction of the above Honourable Court.
The essence of the scheme is that, upon implementation, Revesco and the other
excluded shareholders will become the owners of 100% of the entire issued share
capital of Jigsaw. In terms of the scheme, the scheme participants will receive
a cash consideration of 40 cents in exchange for each ordinary share of 1 cent
in Jigsaw which they hold on the record date.
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`) or
broker and has `own name` registration (`dematerialised `own name` scheme
member`), may attend, speak and vote in person at the scheme meeting or any
adjourned meeting, or may appoint one or more proxies (who need not be members
of the Applicant) to attend, speak and vote at the scheme meeting in the place
of such certificated scheme member or dematerialised `own name` scheme member. A
form of proxy 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 not more than 4 (four) calendar days before the date of such
posting. If more than one proxy 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 must be lodged with the transfer secretaries
of the Applicant, Computershare Investor Services 2004 (Proprietary) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763,
Marshalltown, 2107) (Call centre # 0861 100 634), to be received by no later
than 10h00 on Friday, 26 November 2004 or by 10h00 on the business day
immediately preceding any adjourned meeting, or handed to the chairman of the
scheme meeting no later than 10 (ten) minutes before the scheme meeting or
adjourned meeting is due to commence. Notwithstanding the foregoing, 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 is the holder of dematerialised ordinary shares in the
Applicant and who does not have `own name` registration (`dematerialised scheme
member`) may attend, speak and vote in person at the scheme meeting or adjourned
meeting only if such dematerialised scheme member informs its CSDP or broker
timeously of its intention to attend and vote at the scheme meeting or adjourned
meeting or be represented by proxy thereat in order for its CSDP or broker to
issue it with the necessary authorisation to do so, or such dematerialised
scheme member provides its CSDP or broker timeously with its voting instruction
should such dematerialised scheme member not wish to attend the scheme meeting
or adjourned meeting in person in order for the CSDP or broker to vote in
accordance with their instructions
at the scheme meeting or adjourned meeting. The CSDP or broker will then provide
the transfer secretaries of the Applicant with the proxy voting 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, 7 December 2004 at 10h00 or as soon thereafter as
Counsel may be heard. A copy of the chairman`s report to the Court will be
available to any scheme member, free of charge, at the registered office of the
Applicant, during normal business hours at least 7 (seven) calendar days prior
to the date fixed by the Court for the chairman to report back to it.
Copies of this notice, the form of proxy to be used at the scheme meeting or any
adjourned meeting, the scheme, the explanatory statement in terms of section 312
of the Companies Act, 1973 (Act 61 of 1973), as amended, explaining the scheme
and the Order of Court convening the scheme meeting, have 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 4 (four)
calendar days before the date of such posting and may be inspected, during
normal business hours, at any time prior to the date of the scheme meeting at
the registered office of the Applicant, Trafalgar Building, 1 St Andrews Street,
Birdhaven, Johannesburg, 2196.
Chairman of the scheme meeting
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 05:16:04 PM
Produced by the JSE SENS Department
