| Thu 7 Jul 2005, 9:11 | | Sage Group Limited - Notice Of Scheme Meeting |
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Sage Group Limited - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 05/13790
Before the Honourable Justice Makhanya
In the ex parte application of:
SAGE GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1970/010541/06)
Share code: SGG ISIN: ZAE000006623
NOTICE IS HEREBY GIVEN that in terms of an Order of Court dated 5 July
2005, the High Court of South Africa (Witwatersrand Local Division) has
ordered, in accordance with the provisions of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended (`Companies Act`), that
a meeting (`scheme meeting`) of the members of the Applicant, other than
the trustees for the time being of the Sage Group Limited Executive
Share Trust and the trustees for the time being of the Sage Share
Purchase Incentive Trust (`the excluded parties`), registered as such at
17:00 on Thursday, 28 July 2005, be held under the chairmanship of Mr
Phillip Vallet, or failing him, Mr Solomon Slom of Fluxmans Inc. or,
failing both of them, any other independent person appointed by the
Court, in the Applicant`s premises at 12th Floor, Sage Centre, 10 Fraser
Street, Johannesburg, at 12:00 on Tuesday, 2 August 2005 (or any
adjourned date as determined by the chairman (`adjourned meeting`)) for
the purposes of considering and, if deemed fit, agreeing to, with or
without modification, a scheme of arrangement (`the scheme`) proposed by
Business Venture Investments No. 976 (Proprietary) Limited (`BVI 976`),
a wholly-owned subsidiary of Momentum Group Limited between the
Applicant and its shareholders, other than the excluded parties (`the
scheme participants`), 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 that are to accrue in terms thereof to scheme
participants.
The implementation of the scheme is subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the
sanction by the above Honourable Court and a certified copy of the order
of the above Honourable Court sanctioning the scheme being lodged with
and registered by the Registrar of Companies.
The basic characteristic of the scheme is that, upon implementation, BVI
976 will become the owner of the entire issued share capital of the
Applicant, other than the 4 799 815 shares held by the excluded parties.
In terms of the scheme, the scheme participants will receive, for every
1 (one) ordinary share in the Applicant held by such scheme participant
(`Sage share`), an initial payment of 142 cents per Sage share and a
subsequent potential maximum payment of approximately 33 cents per Sage
share, together with interest on such subsequent payment (`scheme
consideration`).
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, or abstain from
voting in person at the scheme meeting or any adjourned meeting, or may
appoint one or more proxies (who need not be shareholders of the
Applicant) to attend, speak and vote, or abstain from voting at the
scheme meeting or any adjourned meeting in the place of such
certificated scheme member or dematerialised own-name scheme member. A
form of proxy (pink) for this purpose, for completion by certificated
scheme members and dematerialised own-name scheme members only, is
included in the document which has been posted to all holders of
ordinary shares in the Applicant at their addresses as recorded in the
register of members of the Applicant at the close of business on 24 June
2005. If more than one person is appointed on a single form of proxy
(pink), 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 members) 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).
Properly completed forms of proxy (pink) 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 61763, Marshalltown, 2107) to be received by
no later than 12:00 on Friday,
29 July 2005, or on the business day immediately preceding any adjourned
meeting, or handed to the chairman of the scheme meeting not later than
10 (ten) minutes before the scheduled time for the commencement of the
scheme meeting or adjourned scheme meeting. Notwithstanding the
aforegoing, the chairman of the scheme meeting may approve in the
chairman`s discretion the use of any other form
of proxy.
Each scheme member 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, or abstain from voting in person at the scheme meeting or
adjourned scheme meeting only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend
and vote, or abstain from voting at the scheme meeting or adjourned
scheme meeting or be represented by proxy thereat in order for his/her
CSDP or broker to issue him/her with the necessary authorisation in
writing 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 scheme 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 scheme 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.
In terms of the aforementioned Order of Court, the chairman of the
scheme meeting or adjourned scheme meeting must report the results
thereof to the above Honourable Court on Tuesday, 16 August 2005 at
10:00 or so soon thereafter as counsel may be heard. A copy of the
chairman`s report to the Court will be available on request to any
scheme member, free of charge, at the registered office of the Applicant
and at the office of the chairman, during normal business hours at least
7 (seven) calendar days prior to the date fixed by the Court for the
chairman to report back to it.
Copies of this notice, the form of proxy (pink) to be used at the scheme
meeting or any adjourned scheme meeting, the scheme, the explanatory
statement in terms of section 312(1) of the Companies Act, explaining
the scheme and the Order of Court summoning the scheme meeting, are
included in the document which will be sent to holders of ordinary
shares in the Applicant and of which this notice forms part. Such
documents may be inspected and copies thereof obtained on request, free
of charge, during normal business hours, at any time prior to the scheme
meeting, at the registered office of the Applicant, being 11th Floor,
Sage Centre, 10 Fraser Street, Johannesburg 2001.
Chairperson of the scheme meeting
8 July 2005
Attorneys to the applicant
WERKSMANS INC
Applicant`s Attorneys
155 - 5TH Street
Sandown
Sandton
OR
Suite 1714 - 17th Floor Marble Towers
208 - 212 Jeppe Street
Johannesburg
Private Bag 10015
Sandton, 2146
Tel (011) 535-8000
Fax (011) 535-8600
Ref: Mr G Johannes/SAGE4739.6
8 July 2005
Date: 07/07/2005 04:53:58 PM
Produced by the JSE SENS Department
