| Wed 23 Mar 2005, 17:10 | | Inmins Limited - Notice of Inmins Scheme Meeting |
|
Inmins Limited - Notice of Inmins Scheme Meeting
INMINS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/004321/06)
Share code: INM ISIN: ZAE000003588
(`Inmins`)
NOTICE OF INMINS SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 05/6725
In the ex parte application of:
INMINS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1969/004321/06)
1. Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) (`the Court`) issued in the above matter on Tuesday 22 March
2005, this notice serves to convene a meeting (`the scheme meeting`) of
shareholders of the Applicant (other than Winhold Limited) who are recorded in
the register of the Applicant as such at 17:00 on Thursday 14 April 2005 (`the
scheme members`).
2. The scheme meeting will be held at 14:30 on Monday 18 April 2005, in the
Applicant`s boardroom, 884 Linton Jones Street, Industries East, Germiston,
1401. Mr Christopher Haig Ewing (or failing him, Mr Ian Keith Hayes) has been
appointed by the Court as chairperson and the chairperson`s address is c/o
Cliffe Dekker Incorporated, 4th Floor, 1 Protea Place, Sandown, Sandton (Private
Bag X7, Benmore 2010).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to agree
(with or without modification) to the scheme of arrangement (`the scheme`)
proposed by Winhold Limited (`Winhold`) between the Applicant and the scheme
members. The object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 4 of the scheme, Winhold will
acquire all of the Applicant`s shares held by scheme members who are registered
as shareholders of the Applicant on the consideration record date (as referred
to in the document dated 24 March 2005, which has been posted to scheme members)
and which is expected to be Friday 6 May 2005 (`the scheme record date`). In
terms of the scheme, the scheme participants will receive the scheme
consideration of 220 Winhold shares in exchange for every 100 Inmins shares held
by them. Fractional entitlements to Winhold shares shall not be allocated, but
will be rounded up to the nearest whole number of Winhold shares in respect of
an entitlement equal to or greater than 0,5 of a Winhold share and will be
rounded down to the nearest whole number of Winhold shares in respect of an
entitlement less than 0,5 of a Winhold share.
4. A copy of the scheme, the statements in terms of section 312(1)(a) of the
Companies Act, 1973 (Act 61
of 1973), as amended, which explains the scheme, this notice, the approved form
of proxy and the Order of Court convening the scheme meeting have been posted to
shareholders of the Applicant recorded
as such in the register of shareholders of the Applicant on a date not more than
4 (four) business days prior to the posting of such documents. Scheme members
may, during normal business hours, inspect or
obtain a copy of these documents free of charge at the Applicant`s registered
office at 884 Linton Jones Street, Industries East, Germiston, 1401 (PO Box
5324, Johannesburg, 2000), or from the office of the chairperson, c/o Cliffe
Dekker Incorporated, 4th Floor, 1 Protea Place, Sandown, Sandton (Private Bag
X7, Benmore 2010).
5. 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`) and
has own-name registration (`dematerialised own-name scheme member`), may attend,
speak and vote in person at the scheme meeting or any adjourned scheme meeting,
or may appoint one or more proxies (who need not be shareholders 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 (green) for this purpose, for completion by certificated scheme members
and dematerialised own-name scheme members only, is included in the document
dated 24 March 2005, which has been posted to scheme members at their addresses
as recorded in the register of certificated shareholders and the sub-register of
holders of dematerialised shares of the Applicant not more than 4 (four)
calendar days before the date of such posting. If more than one person 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 shareholders) 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.
6. Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO
Box 61051, Marshalltown 2107) to be received by no later than 14:30 on Friday
15 April 2005, or on the business day immediately preceding any adjourned
meeting, or handed to the chairperson of the scheme meeting no later than 10
(ten) minutes before the scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairperson of the scheme meeting may
approve in the chairperson`s discretion the use of any other form of proxy.
7. Each person who holds a beneficial interest in 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 his/her CSDP or broker timeously of his/her intention to
attend and vote at the scheme meeting
or adjourned meeting or be represented by proxy thereat in order for his/her
CSDP or broker to issue him/her with the necessary authorisation to do so or
such dematerialised scheme member provides his/her CSDP or broker timeously with
his/her voting instruction should such dematerialised scheme member not wish to
attend the scheme meeting or adjourned meeting in person in order for his/her
CSDP or broker
to vote in accordance with his/her instruction at the scheme meeting or
adjourned meeting. The CSDP
or broker will then provide the transfer secretaries of the Applicant with forms
of proxy in terms of each individual dematerialised scheme member`s instruction.
8. The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10:00 or so soon
thereafter as Counsel may be heard on Tuesday 26 April 2005. During normal
business hours in the week preceding that date a free copy of the chairperson`s
report to Court will be available to any scheme member at the chairperson`s
office and the Applicant`s registered office referred to in paragraph 4.
Chairperson of the scheme meeting
24 March 2005
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue
Rosebank
Johannesburg 2196
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell
Date: 23/03/2005 04:47:15 PM
Produced by the JSE SENS Department
