| Wed 7 Sep 2005, 8:57 | | African Life - Order Of Court |
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African Life - Order Of Court
African Life Assurance Company Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/003818/06
JSE code: AFI
ISIN code: ZAE000000246
(`African Life`)
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 05/20031
Before the Honourable Acting Judge van der Nest
on 6 September 2005
In the ex parte application of:
AFRICAN LIFE ASSURANCE COMPANY LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1911/003818/06)
Having read the documents filed and having considered the matter:
IT IS ORDERED THAT:
1. a meeting (`the scheme meeting`) in terms of section 311(1) of the
Companies Act, (Act 61 of 1973), as amended (`the Companies Act`), of the
ordinary shareholders of the Applicant recorded in the register as such at
17:00 on Thursday, 22 September 2005, other than Sanlam Limited (`Sanlam`) and
its subsidiaries (save insofar as any of those companies may hold ordinary
shares in the Applicant on behalf of third parties), African Life Investments
(Proprietary) Limited and the African Life Employee Shareholders Scheme Trust
(`the excluded parties`) (`the scheme members`) be convened by the chairperson
referred to in paragraph 2 of this Order of Court (`this Order`) to be held in
the boardroom of the Applicant, African Life Park, 13 West Street, Houghton,
Johannesburg on Monday, 26 September 2005 at 08:30, for the purpose of
considering and, if deemed fit, agreeing, with or without modification, to the
scheme of arrangement (`the scheme`) proposed by Sanlam between the Applicant
and its ordinary shareholders other than the excluded parties, substantially
in the form attached to the founding affidavit in this matter;
2. Mr Robert Anton Cohen (or failing him another director of Bowman Gilfillan
Inc, Attorneys) be and is hereby appointed as chairperson of the scheme
meeting (`the chairperson`);
3. the chairperson is authorised to:
3.1 convene the scheme meeting;
3.2 appoint scrutineers for the purpose of the scheme meeting;
3.3 determine the validity and acceptability of any form of proxy submitted
for use at the scheme meeting and/or any adjournment thereof;
3.4 adjourn the scheme meeting from time to time if the chairperson considers
it necessary to do so; and
3.5 determine the procedure to be followed at the scheme meeting and any
adjournment thereof;
4. the Applicant shall cause a notice convening the scheme meeting
(substantially in the form contained in the papers before this Honourable
Court at page 24 of Annexure B to the founding affidavit) to be published once
in each of Business Day, Die Burger, Beeld and the Government Gazette at least
14 (fourteen) calendar days before the date of the
scheme meeting. The notice shall state:
4.1 the basic characteristics of the scheme;
4.2 the time, date and venue of the scheme meeting;
4.3 that the scheme meeting has been convened in terms of this Order to
consider and, if deemed fit, to agree, with or without modification, to the
scheme;
4.4 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act may be inspected during normal
business hours at any time prior to the scheme meeting at the registered
office of the Applicant at African Life Park, 13 West Street, Houghton,
Johannesburg and at the office of the chairperson at Bowman Gilfillan Inc,
Attorneys, 165 West Street, Sandown, Sandton; and
4.5 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act may be obtained free of charge on
request during normal business hours by any scheme member at the places
mentioned in paragraph 4.4 of this Order;
5. copies of:
5.1 the scheme and the statements in terms of section 312(1) of the Companies
Act explaining the scheme substantially in the form of the scheme and
statements attached to the papers before this Honourable Court;
5.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court showing the time,
date and place of the scheme meeting;
5.3 the form of proxy to be used at the scheme meeting (substantially in the
form of the form of proxy attached to the papers before this Honourable Court
at pages 97 and 98 of Annexure B to the founding affidavit); and
5.4 this Order of Court,
shall be posted by the Applicant at least 14 (fourteen) calendar days before
the date of the scheme meeting to each of the ordinary shareholders of the
Applicant at their addresses as reflected in the Applicant`s register of
members at the close of business on a date not more than 4 (four) business
days before the date of such posting and in respect of holders of
dematerialised shares, at the addresses as notified by STRATE to the
Applicant`s transfer secretaries on a date not more than 4 (four) business
days before the date of such posting;
6. copies of:
6.1 the scheme and the statements in terms of section 312(1) of the Companies
Act substantially in the form of the scheme and the statements attached to the
papers before this Honourable Court;
6.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court;
6.3 a form of proxy substantially in the form of the form of proxy attached to
the papers before this Court; and
6.4 this Order of Court,
shall lie for inspection at, and copies of these documents may be obtained
free of charge from the registered office of the Applicant and from the office
of the chairperson during normal business hours at the places mentioned in
paragraph 4.4 for at least 14 (fourteen) calendar days prior to the date of
the scheme meeting;
7. the date of posting of the documents referred to in paragraph 5 shall be
evidenced by an affidavit deposed by a representative of the Applicant duly
supported by post office receipts;
8. the chairperson shall report by way of affidavit the results of the scheme
meeting to this Court on Tuesday, 30 August 2005 at 10:00 or so soon
thereafter as Counsel may be heard;
9. the report required by this Court from the chairperson shall give details
of:
9.1 the number of scheme members present in person at the scheme meeting
(including those represented) and the number of shares held by them;
9.2 the number of scheme members represented by proxy at the scheme meeting
and the number of shares held by them together with information as to the
numbers represented by the chairperson in terms of proxies annexed to the
scheme document;
9.3 any proxies which have been disallowed;
9.4 all resolutions passed at the scheme meeting, with particulars of the
number of votes cast in favour of and against each such resolution and of any
abstentions, indicating in each case how many votes were cast by the
chairperson in terms of proxies which were annexed to the scheme document;
9.5 all rulings made and directions given by the chairperson at the scheme
meeting;
9.6 the relevant portions of documents and reports submitted or tabled at the
scheme meeting which have a bearing on the merits or demerits of the scheme,
including copies thereof; and
9.7 the main points of any other proposals which were submitted to the scheme
meeting;
10. the Applicant shall arrange to make available at the places mentioned in
paragraph 4.4 (and the notice of the scheme meeting which is published and
sent to scheme members shall include a statement that it will be so available)
a copy of the chairperson`s report to this Court, free of charge, to any
scheme member on request, for at least 1 (one) week before the date fixed by
this Court for the chairperson to report back to it;
11. any scheme member wishing to vote by proxy should tender as his/her proxy
the form of proxy referred to in paragraph 5.3 of this Order. The form of
proxy must be completed and returned in accordance with the instructions
therein to the Applicant`s transfer secretaries, namely, 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 08:30 on Friday, 23 September 2005;
12. scheme members who hold certificated ordinary shares in the Applicant or
dematerialised ordinary shares in the Applicant through a Central Securities
Depository Participant (`CSDP`) or broker and have `own name` registration and
wish to vote by proxy, should tender as their proxy, the form of proxy
referred to in paragraph 5.3 of this Order. In addition, a form of proxy may
be handed to the chairperson up to 10 (ten) minutes before the scheme meeting
is due to commence; and
13. scheme members who hold shares in the Applicant which have been
dematerialised and are held on the sub-register, other than on an own name
registration basis, who wish to attend the scheme meeting or to vote by way of
proxy, must contact their CSDP, institutional depository or broker who will
furnish them with the necessary authority to attend the scheme meeting or to
be represented thereat by proxy. This must be done in terms of the agreement
between the member and his/her CSDP, institutional depository or broker.
By Order of the Court
Court Registrar
Attorneys to the Applicant
Knowles Husain Lindsay Inc.
4th Floor, The Forum
Maude Street
Sandown, Sandton, 2196
(PO Box 782687, Sandton, 2146)
Tel: (011) 669 6000
Fax: (011) 883 7518
Date: 07/09/2005 08:00:14 AM
Produced by the JSE SENS Department
