| Fri 15 Jul 2005, 8:15 | | Notice of scheme meeting |
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Sasani limited - Notice of scheme meeting
Sasani limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/000259/06)
Share Code: SSA
Isin: ZAE000044384
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2005/13976
Johannesburg, 5 July 2005
Before the Honourable Justice G M Makhanya
In the matter of the ex parte application of:
SASANI LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1955/000259/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court granted on 5 July
2005, the High Court of South Africa (Witwatersrand Local Division) has
ordered that a meeting in terms of section 311 of the Companies Act, 1973 (Act
61 of 1973), as amended (`Companies Act`) of the shareholders of the Applicant
(`scheme meeting`), other than Sasani Management Company (Proprietary) Limited
(Registration number 1995/001062/07)(`Sasani Pty`), registered as such at
17:00 on Thursday, 28 July 2005 (`scheme members`), be held under the
Chairmanship of Mr David N Beasley, or failing him, Mr Arthur J Aaron or,
failing both of them, any other independent person agreed to by the above
Honourable Court, (`chairman`), be held at the registered office of the
Applicant at Sasani Studios, 2 Johannesburg Road, Highlands North,
Johannesburg on Monday, 1 August 2005 at 10:00 for the purpose of considering
and, if deemed fit, of approving, with or without modification, a scheme of
arrangement (`scheme`) proposed by Amrite Investments (Proprietary) Limited
(`Amrite`) between the Applicant and its shareholders, other than Sasani Pty
(`scheme participants`), which scheme will be submitted to the scheme meeting;
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 members.
The implementation of the scheme is subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the
sanction of the above Honourable Court.
The basic characteristic of the scheme is that, upon implementation, Amrite
will become the owner, either directly or indirectly, of the entire issued
share capital of the Applicant. In terms of the scheme, each scheme
participant will receive 207 cents in cash, in South Africa currency for every
ordinary share in the Applicant held by such scheme participant on the record
date of the scheme which is expected to be Friday, 26 August 2005.
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`) or
broker and has own name registration (`dematerialised own name scheme
member`), may attend, speak and (other than members of Amrite who hold shares
in the Applicant) 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 in the place of such certificated scheme member
or dematerialised own name scheme member.
A form of proxy 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 or about 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 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 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 not later than 10:00 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 foregoing, the
chairman of the scheme meeting may approve in the chairman`s discretion the
use of any other form of proxy.
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, 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 proxy
forms in terms of each individual dematerialised scheme member`s instruction.
In terms of the forementioned 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, 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 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, Sasani Studios,
2 Johannesburg Road, Highlands North, Johannesburg.
David N Beazley
Chairman of the scheme meeting
15 July 2005
Attorneys for the Applicant
MERVYN TABACK INCORPORATED
26 Sturdee Avenue
Rosebank
Johannesburg, 2196
(PO Box 3334, Houghton, 2041)
Tel: (011) 219 6400
Fax: (011) 219 6500
Ref: Mrs C Keene
