| Wed 23 Mar 2005, 11:30 | | Firstrand Limited - Notice Of Scheme Meeting |
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Firstrand Limited - Notice Of Scheme Meeting
Firstrand Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
ISIN: ZAE000014973
Share Code (JSE): FSR
Share Code (NSX): FST
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number: 2005/6735
In the matter ex-parte application of:
FIRSTRAND LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Notice is hereby given that, in terms of an Order of Court in the above matter
dated 22 March 2005, the High Court of South Africa (Witwatersrand Local
Division) (`the Court`) has ordered that a meeting (`scheme meeting`) in terms
of section 311 of the Companies Act No. 61, of 1973, as amended (`the Companies
Act`), of the ordinary shareholders of the Applicant, recorded in the register
of the Applicant at the close of business on Friday 15 April 2005 (`the scheme
members`), be held under the chairpersonship of Mr Mervyn Eldred King or failing
him, any other independent person nominated for that purpose by attorneys
Vorster Pereira and approved by the above Honourable Court (`the chairperson`),
for the purpose of considering and, if deemed fit, agreeing to, with or without
modification, the scheme of arrangement (`the scheme`) proposed by the trustee
of the FirstRand Empowerment Trust and FirstRand Bank Limited (`FirstRand Bank`)
between the Applicant and its ordinary shareholders, provided that the scheme
members at the scheme meeting shall not be entitled to agree to any modification
of the scheme that has the effect of diminishing the rights that are to accrue
to scheme participants in terms of the scheme.
The scheme meeting will be held at 10:00 on Thursday 21 April 2005 at FirstRand
Limited, 4th Floor, 4 Merchant Place, corner Rivonia Road and Fredman Drive,
Sandton
The essence of the scheme is that, upon implementation, the trustee of the
FirstRand Empowerment Trust and FirstRand Bank, will acquire from each scheme
participant 7.6 ordinary shares for every 100 ordinary shares held by such
scheme participant on the consideration record date of the scheme. This will
result in the FirstRand Empowerment Trust and FirstRand Bank collectively
acquiring approximately 416 200 000 ordinary shares, representing approximately
7.6% of the issued ordinary share capital of the Applicant. Scheme participants
will receive R12.28 in cash for every scheme share acquired by the trustee of
the FirstRand Empowerment Trust and FirstRand Bank pursuant to the scheme.
A copy of this notice, the scheme, the explanatory statement in terms of section
312(1)(a)(i) of the Companies Act, the valuation statement in terms of section
311(1)(a)(ii) of the Companies Act and the statement of directors` interests in
terms of section 311(1)(a)(iii) of the Companies Act explaining the scheme, the
form of proxy for use at the scheme meting and the Order of Court convening the
scheme meeting have been sent to ordinary shareholders of the Applicant, and
copies may, on request by any ordinary shareholder of the Applicant, be
inspected at or obtained free of charge from the registered office of the
Applicant at 4th Floor, 4 Merchant Place, corner Rivonia Road and Fredman Drive,
Sandton, during normal business hours at any time prior to the scheme meeting.
Scheme members who hold certificated ordinary shares in the Applicant and scheme
members who hold dematerialised shares in the Applicant through a Central
Securities Depository Participant (`CSDP`) or broker with `own name`
registration may attend, speak and vote in person at the scheme 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 members. A
form of proxy for this purpose is included in the circular which has been posted
to such scheme members.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street Johannesburg, 2001 (P O
Box 61763, Marshalltown, 2107), to be received by no later than 10:00 on Tuesday
19 April 2005, or handed to the chairperson no later than 10 (ten) minutes
before the scheme meeting is due to commence.
Scheme members who hold dematerialised ordinary shares in the Applicant through
a CSDP/broker not with `own name` registration who wish to attend and vote at
the scheme meeting should timeously inform their CSDP/broker of their intention
to attend and vote at the scheme meeting in order for their CSDP/broker to issue
them with the necessary authorisation to attend and vote at the scheme meeting,
or, should they not wish to attend the scheme meeting in person, they should
timeously provide their CSDP/broker with their voting instructions in order for
their votes to be cast at the scheme meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting in respect of such shares as if he
was solely entitled thereto, but, if more than one of such joint holders be
present or represented at the scheme meeting, that one of such persons whose
name stands first in the Applicant`s register of members in respect of such
shares or his proxy, as the case may be, shall alone be entitled to vote in
respect thereof.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting is required to report the results thereof to the above Honourable Court
at 10:00 or so soon thereafter as Counsel may be heard on Tuesday, 3 May 2005. A
copy of the chairperson`s report to the Court will be available to any ordinary
shareholder of the Applicant on request free of charge at the registered office
of the Applicant, at 4th Floor, 4 Merchant Place, corner Rivonia Road and
Fredman Drive, Sandton, during normal business hours from Monday 25 April 2005
until the date fixed by the Court for the chairperson to report back to it.
The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of such conditions being the sanctioning thereof by the above
Honourable Court.
Mervyn Eldred King
Chairperson of the scheme meeting
Applicant`s attorneys
Vorster Pereira
2nd Floor, 3 Merchant Place
1 Fredman Drive
Sandton, 2196
Tel: 011 884 7170
Fax: 011 884 7178
Ref: Mr Dallas Mason-Jones
Date: 23/03/2005 11:14:06 AM
Produced by the JSE SENS Department
