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JSE - Members of Metoz Holdings Limited requisition of a General Meeting
JSE Securities Exchange South Africa
(`JSE`)
Metoz Holdings Limited
(formerly Metro Cash and Carry)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
Share code: MOZ
ISIN: ZAE000057410
(`Metoz`)
ANNOUNCEMENT : MEMBERS OF METOZ HOLDINGS LIMITED (`METOZ` OR `THE COMPANY`)
REQUISITION OF A GENERAL MEETING
Metoz members are advised that a group of Metoz members representing
approximately 16,6% of the ordinary shares in the issued share capital of the
Company have, on 9 March 2005, delivered to the board of directors and company
secretary of Metoz a request in terms of section 181 of the Companies Act, No.
61 of 1973 (the `Act`) to the effect that the Company convene a general meeting
of Metoz members for the earliest date possible in terms of the Act and the
Articles of Association of the Company (`General Meeting`).
The object of the General Meeting shall be to consider -
* the course of action in respect of the Company`s interest in Metcash
Trading Limited (`Metcash`) in the event that the scheme of arrangement in
terms of section 311 of the Act proposed between the Company and its
members, as set out in the circular to Metoz members dated 23 February
2004, fails for any reason whatsoever; and
* the appointment of one or more additional non-executive directors to the
board of directors of the Company.
It has been proposed that the following ordinary and special resolutions be
tabled at the General Meeting -
* that the board of directors of the Company be instructed to appoint an
independent financial adviser (the `Independent Adviser`) to advise the
board of directors of the Company on the options available to the Company
in respect of its interest in Metcash Trading Limited (`Metcash`),
including the possible sale thereof and the possible distribution thereof
to members of the Company;
* that the board of directors be required to report back to the members of
the Company with regard to the recommendations of the Independent Adviser
as soon as reasonably possible but in all circumstances within 6 (six)
months of the date of the passing of resolution number 1 and before any
action is taken in respect of the Company`s interest in Metcash with a view
to canvassing the views of the members of the Company in relation thereto;
* that the Articles of Association of the Company be amended such that
certain specified actions can only be taken by the Company if it has been
approved by the members of the Company in general meeting prior thereto.
Johannesburg
10 March 2005
Legal adviser to Requisitionists
Jowell Glyn & Marais Inc.
Date: 11/03/2005 01:20:02 PM
Produced by the JSE SENS Department
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