| Thu 19 May 2005, 8:15 | | ABSA GROUP LIMITED - ORDER OF COURT |
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ABSA GROUP LIMITED - ORDER OF COURT
Absa Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/003934/06)
JSE CODE: ASA
ISIN CODE: ZAE000013389
(`Absa`)
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 05/10107
Before the Honourable Justice M L Mailula
In the ex parte application of:
Absa Group Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
Upon the motion of Counsel for the Applicant, and upon reading the notice and
other documentation filed of record:
IT IS ORDERED THAT:
1. a meeting (`the scheme meeting`) in terms of Section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended (`the Act`) of the ordinary
shareholders of the Applicant other than the Absa Group Limited Share
Incentive Scheme Trust and Barclays Bank PLC (`Barclays`), its holding
company, Barclays PLC, and their subsidiaries and associates (save insofar as
any of those companies may hold ordinary shares in Absa on behalf of third
parties) recorded in the register of the Applicant at 17:00 on 9 June 2005,
(`the scheme members`) be convened by the chairman referred to in paragraph 2
of this order of Court (`the chairman`), to be held at PW Sceales Auditorium,
Ground Floor, Absa Towers, 160 Main Street, Johannesburg at 11:00 on 13 June
2005 for the purpose of considering and, if deemed fit, agreeing, with or
without modification, to the scheme of arrangement (`the scheme`) proposed by
Barclays between the Applicant and the scheme members, substantially in the
form of Annexure `D` to the notice of motion in this matter; provided that the
scheme meeting shall not be entitled to agree to any modification of the
scheme which has the effect of diminishing the rights to accrue in terms
hereof to scheme members;
2. Mervyn Eldred King, or failing him, Mervyn Taback, be and is hereby
appointed as chairman of the scheme meeting;
3. the chairman of the scheme meeting is authorised to:
3.1 convene the scheme meeting;
3.2 determine:
3.2.1 whether or not any form of proxy submitted for use at the scheme meeting
and any adjourned meeting is valid and should be accepted including permitting
proxies to be submitted up to ten minutes prior to any adjourned meeting even
if a proxy was not submitted for the original meeting; and
3.2.2 the procedure to be followed at the scheme meeting or any adjourned
scheme meeting;
3.3 adjourn the scheme meeting from time to time if he considers it
necessary or desirable to do so;
3.4 appoint scrutineers for the purpose of the scheme meeting and any
adjourned scheme meeting; and
3.5 accept forms of proxy handed to the chairman by not later than 10
minutes before the scheme meeting is due to commence.
4. the Applicant shall cause a notice convening the scheme meeting
substantially in the form of Annexure `F` to the notice of motion to be
published by the chairman once:
4.1 in each of `Business Day`, `Business Report` and `Beeld` at least two
weeks before the date of the scheme meeting; and
4.2 in the `Government Gazette` at least two weeks before the date of the
scheme meeting;
4.3 in `Sunday Times` and `Rapport` at least two weeks before the date of
the scheme meeting
which notice shall state:
4.4 the basic characteristics of the scheme;
4.5 the time, date and venue of the scheme meeting;
4.6 that the scheme meeting has been convened in terms of this order for the
purpose of considering and, if deemed fit, approving, with or without
modification, the scheme;
4.7 that a copy of this order, the scheme and the explanatory statements in
terms of section 312(1) of the Act relating to the scheme may be inspected
during normal business hours at any time prior to the scheme meeting at the
registered office of the Applicant at Absa Towers East, 170 Main Street,
Johannesburg, 2001 and at the offices of the chairman at Brait South Africa
Limited, 9 Fricker Road, Illovo Boulevard, Illovo, Johannesburg; and
4.8 that a copy of this order, the scheme and the explanatory statement in
terms of section 312(1) of the Act relating to the scheme, may be obtained on
request by any scheme member, free of charge from the Applicant at the time
and place referred to in paragraph 4.7.
5. a copy of each of:
5.1 the explanatory statement in terms of section 312(1) of the Act
substantially in the form contained in Annexure `D` to the notice of motion;
5.2 the scheme substantially in the form contained in Annexure `D` to the
notice of motion;
5.3 the notice convening the scheme meeting substantially in the form
contained in Annexure `F` to the notice of motion;
5.4 the form of proxy to be used at the scheme meeting substantially in the
form of the proxy contained in Annexure `E` to the notice of motion; and
5.5 this Order of Court,
shall be posted by prepaid registered post by the Applicant to each of the
scheme members at least two weeks prior to the date of the scheme meeting, to
their addresses as recorded in the register of the members of the Applicant at
the close of business not more than four business days before the date of such
posting and in respect of those persons named by the Central Securities
Depository Participants (`CSDP`) administering sub-registers of the Applicant,
as being beneficial owners of the shares so registered on such date, to their
addresses as recorded in the CSDP`s sub-registers;
6. the date of posting of the documents referred to in paragraph 5 above
shall be evidenced by an affidavit deposed to by the printers, duly supported
by post office receipts;
7. a copy of the documents referred to in paragraph 5 above shall lie open
for inspection, during normal business hours for at least 14 calendar days
prior to the date of the scheme meeting, and copies of these documents may be
obtained free of charge at the registered office of the Applicant and at the
offices of the chairman at Brait South Africa Limited, 9 Fricker Road, Illovo
Boulevard, Illovo;
8. the chairman shall report the results of the scheme meeting by way of
affidavit to this Honourable Court on 21 June 2005 at 10:00 or so soon
thereafter as Counsel may be heard, giving details of:
8.1 the number and percentage of scheme members present in person at the
scheme meeting including those represented and the number of shares held by
them;
8.2 the number and percentage of scheme members represented by proxy at the
scheme meeting including the number of shares held by them and of those scheme
members so represented, the number and percentage represented by the chairman;
8.3 the number and percentage of shares held by all the scheme members;
8.4 any proxies which have been disallowed and the reasons therefor;
8.5 all resolutions passed at the scheme meeting or any adjournment thereof,
with particulars of the number and percentage of votes cast in favour of and
against each such resolution and of any abstentions in respect thereof,
indicating in each case how many votes were cast by the chairman in terms of
proxies;
8.6 all rulings made and directions given by the chairman at the scheme
meeting or any adjournment thereof;
8.7 the relevant portions of any documents or reports submitted or tabled at
the scheme meeting or any adjournment thereof which bear on the merits or
demerits of the scheme, including copies thereof; and
8.8 the main points of any other proposal submitted to the scheme meeting or
any adjournment thereof.
9. the Applicant shall arrange to make available (and the notice of the
scheme meeting shall include a statement that it will be so available) at the
registered office of the Applicant, and at the offices of the chairman at
Brait South Africa Limited, 9 Fricker Road, Illovo Boulevard, Illovo,
Johannesburg, a copy of the chairman`s report to this Honourable Court free of
charge to any scheme member on request, for at least one week prior to the
date fixed by this Honourable Court for the chairman to report back to it;
10. scheme members who hold certificated ordinary shares in the Applicant
and scheme members who hold dematerialised ordinary shares in the Applicant
through a CSDP or broker in `own-name` registration form who wish to vote by
proxy, should tender as their proxy, the form of proxy referred to in
paragraph 5.4 of this order. In addition, forms of proxy may be handed to the
chairman up to 10 minutes before the scheme meeting is due to commence; and
11. scheme members who hold certificated ordinary shares in the Applicant
through a nominee and scheme members who hold dematerialised ordinary shares
in the Applicant through a CSDP or broker not in `own-name` registration form
should timeously inform their nominees, CSDPs orbrokers, as the case may be,
to issue them with the necessary authorisation to attend the scheme meeting or
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their
voting instructions in order for their votes to be represented at the scheme
meeting.
By Order of Court
REGISTRAR
17 May 2005
WEBBER WENTZEL BOWENS
Attorneys for Applicant
10 Fricker Road
Illovo Boulevard
Illovo
Johannesburg 2196
(PO Box 61771, Marshalltown, 2107)
Ref: B Cleaver/M Fleischer
Date: 19/05/2005 08:00:21 AM
Produced by the JSE SENS Department
