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Bridgestone Firestone Maxiprest Limited - Notice Of Scheme Meeting
BRIDGESTONE FIRESTONE MAXIPREST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/006456/06)
Share code: ZAE000027447
ISIN: BDS
NOTICE OF SCHEME MEETING
PH 344
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) CASE NO 05/16383
Before the Honourable Justice Labe
In the ex parte application of:
BRIDGESTONE FIRESTONE MAXIPREST LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1988/006456/06)
Share code: ZAE000027447
ISIN: BDS
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Wednesday, 10
August 2005, the High Court of South Africa (Witwatersrand Local Division)
(`Court`) has ordered, in accordance with the provisions of section 311 of the
Companies Act No. 61 of 1973, as amended (`the Act`), that a meeting (`scheme
meeting`) of the members of the Applicant (other than Bridgestone South Africa
Holdings (Proprietary) Limited (`excluded party`)) registered as such at close
of business on Wednesday, 31 August 2005 (`scheme members`), be held under the
chairpersonship of Mr Phillip Vallet, or, failing him, Mr Solly Slom, of
Fluxmans Incorporated, or failing both of them, any other independent person
appointed for that purpose by the Court, at the Applicant`s offices situated at
384 Southern Klipriviersberg Road, Steeledale, Johannesburg (`Applicant`s
offices`), at 10:15 on Monday, 5 September 2005 (or so soon thereafter as the
general meeting of the Applicant convened to be held at 10:00 on the same date
at the same venue shall have been concluded) or at and on any adjourned time and
date as determined by the chairperson for the purposes of considering and, if
deemed fit, agreeing, with or without modification, to a scheme of arrangement
(`scheme`) between the Applicant and its members (other than the excluded party)
(`scheme participants`) that are registered as such at the close of business on
the consideration record date (`consideration record date`) of the scheme which
is anticipated to be Friday, 23 September 2005; provided that the scheme meeting
shall not be entitled to agree to any amendment, variation or modification of
the scheme which has the effect of diminishing the rights to accrue to scheme
participants in terms thereof.
The basic characteristics of the scheme are that, on implementation, the shares
held in the Applicant by the scheme participants will be acquired by the
Applicant in terms of section 85 of the Act (and subsequently cancelled in terms
of section 85(8) of the Act) and that thereafter the excluded party will be the
beneficial owner of the entire issued share capital of the Applicant. In terms
of the scheme, each scheme participant shall, subject to the terms and
conditions of the scheme, be entitled to receive the scheme consideration of 115
cents in cash per scheme share held by that scheme participant.
Copies of, inter alia, the scheme, the explanatory statement in terms of section
312(1) of the Act, this notice convening the scheme meeting, the form of proxy
(blue) to be used at the scheme meeting and the Order of Court authorising the
convening of the scheme meeting will be included in a document to be sent to
members of the Applicant in regard to the scheme. Copies may, on request by any
member of the Applicant during normal business hours, be inspected at or
obtained free of charge from the Applicant`s offices or from the chairperson`s
offices (11 Biermann Road, Rosebank) (`chairperson`s offices`) from Monday, 15
August 2005 until the date of the scheme meeting (ie, three weeks prior to the
date of the scheme meeting).
Each person who holds certificated ordinary shares in the Applicant or who holds
dematerialised ordinary shares in the Applicant through a Central Securities
Depository Participant (`CSDP`) with `own-name` registration may attend, speak
and vote in person at the scheme meeting or may appoint any other person or
persons (none of whom needs to be a member of the Applicant) as a proxy or
proxies to attend, speak and vote in the scheme member`s place.
Each scheme member who holds dematerialised ordinary shares in the Applicant who
does not have `own-name` registration should timeously inform his CSDP or broker
should he wish to attend, speak and vote at the scheme meeting or timeously
provide his CSDP or broker with a voting instruction in order for the CSDP or
broker to vote on his behalf at the scheme meeting.
Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and be lodged with or posted to the Applicant`s
transfer secretaries, Computershare Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), so as to be received by not later than 10:15 on Friday, 2
September 2005 or handed to the chairperson of the scheme meeting by at least
thirty minutes before the time for which the scheme meeting has been convened.
In terms of the Order of Court, the chairperson of the scheme meeting will
report the results of the scheme meeting to the Court at 10:00 (or so soon
thereafter as Counsel may be heard) on Tuesday, 13 September 2005. A free copy
of the chairperson`s report to the Court will be available to scheme members
during normal business hours at the chairperson`s offices during the seven
calendar days prior to Tuesday, 13 September 2005 (ie, from Tuesday 6 September
2005).
The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one such condition precedent being the sanction of the scheme by
the Court.
Mr Phillip Vallet
Chairperson of Scheme Meeting
Attorneys to the Applicant
Werksmans Attorneys
155 - 5th Street
Sandown
Sandton
2196
Date: 11/08/2005 07:06:05 AM
Produced by the JSE SENS Department
