CONAFEX HOLDINGS SOCIETE ANONYME - NOTICE OF THE EXTRAORDINARY GENERAL MEETING
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg
RC Luxembourg No. B 17789)
(`Conafex`)
JSE CODE: CNX ISIN: LU0167907293
NOTICE OF EGM
Directors
M.W. Burrell (Chairman)
C. Barrow
D.C. Marshall
W.H. Marshall
The Hon. C.A. Pearson
20TH December 2004
Registered Office
6 rue Adolphe Fischer,
L-1520, Luxembourg
Dear Sir and/or Madam,
Conafex Holdings S.A. (`The Company`) recently released its preliminary
announcement of results to the Luxembourg and Johannesburg stock exchanges, a
copy of which was sent to you. The Annual Report and Accounts for the year
ended 31st August 2004 accompany this letter.
Shareholders were advised by the publication of a Cautionary Notice on 17th
August 2004 that the Government of Zimbabwe had served notice to compulsorily
acquire two of the Group`s agricultural estates namely Highbury and Trelawney
Estates. In compliance with the law, all farming operations ceased within the
stipulated forty-five day period. The Company has accepted the Zimbabwe
Government`s right and need to acquire land for resettlement purposes and no
legal challenge has been made despite the fact that the Zimbabwe Foreign
Investment Committee approved the purchase of Highbury Estate in 1987. The
Company expects the Government of Zimbabwe to adhere to statute and settle
compensation in a timely and fair and reasonable manner.
Due to the uncertainty of the situation in Zimbabwe, we feel that it is prudent
to make an impairment provision against possible losses arising from the
compulsory acquisition of the Group`s agricultural estates in Zimbabwe.
Accordingly a provision has been made for diminution in value of the investment
in our Zimbabwean subsidiary of US$6,444,000.
represented by the underlying investments As a result of making this provision,
the Company`s own balance sheet shows a loss of over 50% of the shareholder`s
capital. Article 100 of the Luxembourg Law of 10th August 1915 (as amended)
provides that, in such a situation, the directors shall convene a general
meeting of shareholders to consider the Company`s future. Accordingly a notice
of meeting is set out overleaf and a form of proxy is enclosed. Your directors
are confident that the Company is capable of continuing in business and that the
provision made is in the best interests of the Company and its shareholders and
will, accordingly, be voting in favour of the resolution in respect of our own
holdings.
M.W. BURRELL
Chairman
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an EXTRAORDINARY GENERAL MEETING of Conafex Holdings
Societe Anonyme will be held at the offices of Maitland Luxembourg S.A., 6 rue
Adolphe Fischer, Luxembourg on Wednesday 19th JanuaryÙ 2005, at 10.00 a.m. to
deliberate on the Company`s continuation of business as the loss incurred by the
Company during the financial year ended 31st August 2004 meant that the
Company`s losses had accumulated to the extent that they it exceeded 50% of the
Company`s subscribed share capital and to resolve:
THAT
by special votes and in order to comply with Article 100 of the law of 10th
August 1915 on commercial companies, as amended, the Company should continue in
business despite the fact that the accumulated losses incurred by the Company as
at 31st August 2004 exceeded 50% of its subscribed capital.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
20th December 2004
Note:
(i) A proxy form will be enclosed with this document. You are requested to
complete and return the form whether or not you intend to attend the
Extraordinary General Meeting.
Sponsor
Imara Corporate Finance South Africa (Pty) Limited
Date: 20/12/2004 08:01:23 AM
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