| Thu 17 Nov 2005, 7:50 | | Concor Limited - Notice Of Adjourned Scheme Meetin |
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Concor Limited - Notice Of Adjourned Scheme Meeting
CONCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1969/003076/06)
Share Code: CNC ISIN: ZAE000001616
Notice of adjourned scheme meeting
IN THE HIGH COURT OF SOUTH AFRICA Case number
(WITWATERSAND LOCAL DIVISION) 24265/2005
BEFORE THE HONOURABLE BOROCHOWITZ
In the ex parte application of:
CONCOR LIMITED Applicant
(Incorporated in the Republic of South Africa with registration number
1969/003076/06)
1. In terms of an Order of Court in the above matter, dated 11 October 2005,
the High Court of South Africa (Witwatersrand Local Division) ("Court")
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, apart from Mexican Wave
Investments (Proprietary) Limited ("Mexican Wave"), registered as such at
17:00 on Thursday, 3 November 2005 ("scheme members") be convened under the
chairpersonship of David Beasley, S.C., or failing him, Hymie Reuvin Levin,
for the purpose of considering and, if deemed fit, approving, with or without
modification, the scheme of arrangement ("scheme") proposed by Murray &
Roberts Limited, between the Applicant and the holders of its issued shares,
other than Mexican Wave.
2. The scheme meeting has been adjourned until 10:00 on Monday, 5 December
2005, at Concor House, 13 Church Street Extension, Crown Industria,
Johannesburg, for the purpose of considering and, if deemed fit, approving,
with or without modification, the scheme.
3. Shareholders of Concor Limited who/which have already lodged proxies need
take no further action, but should they wish to change their proxies already
lodged, they are referred to paragraph 7 below.
4. Shareholders of Concor Limited who acquire shares in Concor Limited
subsequent to 3 November 2005, as well as current shareholders who have not
yet lodged proxies, may attend, speak and vote at the adjourned scheme meeting
if they are registered as shareholders at 17:00 on Thursday, 1 December 2005
and, in addition, may lodge proxies at any time up to 10:00 on Friday, 2
December 2005, or may hand same to the chairperson up to ten minutes prior to
the commencement of the adjourned scheme meeting.
5. The essence of the scheme is that, upon implementation, Murray & Roberts
will become the beneficial owner of all the shares in the issued share capital
of the Applicant, other than those held by Mexican Wave, and the listing of
the Applicant"s shares on the JSE Limited will be terminated. In terms of the
scheme, the scheme participants, other than Hochtief Aktiengesellschaft
("Hochtief"), will receive a cash consideration of 2 230 cents for each
ordinary share of 50 cents in the Applicant that they hold, together with
interest accrued thereon at the prime rate, as published by The Standard Bank
of South Africa Limited from time to time ("prime") calculated from 25 July
2005 to the date of payment thereof. Hochtief has waived its rights to receive
the scheme consideration and has agreed to accept 1 977 cents per Concor share
together with interest accrued thereon at prime from 5 November 2005 to date
of payment thereof in full ("Hochtief consideration").
6. Copies of this notice, the scheme document, the explanatory statement in
terms of Section 312(1) of the Companies Act, the form of proxy and the Order
of Court convening the scheme meeting may on request by any member of the
Applicant be inspected at or obtained free of charge during normal business
hours at any time prior to the scheme meeting, from the registered office of
the Applicant at Concor House, 13 Church Street Extension, Crown Industria,
Johannesburg.
7. Scheme members holding certificated shares and dematerialised shareholders
with own name registration who wish to attend, speak and vote at the scheme
meeting will be entitled to do so. Scheme members who rather wish to be
represented at the scheme meeting by a proxy and who have not yet submitted a
form of proxy, or who wish to change a proxy already submitted by submitting a
new form of proxy, must complete the form of proxy in accordance with the
instructions contained thereon, and return it to the transfer secretaries, to
be received by them by not later than 10:00 on Friday, 2 December 2005. Forms
of proxy may also be handed to the chairperson of the scheme meeting up to ten
minutes before the time at which the scheme meeting is due to commence.
Additional forms of proxy may be obtained on request from the Applicant"s
transfer secretaries at Computershare Investor Services 2004 (Proprietary)
Limited, 70 Marshall Street, Johannesburg, telephone (011) 370 5092, facsimile
(011) 688 5238. Alternatively, the form of proxy attached to the circular
posted to scheme members on 14 October 2005 may still be utilised. Scheme
members who have already dematerialised their shares in the Applicant, other
than by own-name registration, must not complete the form of proxy but should
contact their Central Securities Depository Participant ("CSDP") or broker and
furnish them with voting instructions if they have not yet done so and wish to
furnish a voting instruction, or if they wish to change a voting instruction
already furnished. If their CSDP or broker is not given such instructions then
they will vote in accordance with the instructions contained in the custody
agreement concluded with the scheme member in question. Where there are joint
holders of any shares any one of such persons may vote at the scheme meeting
in respect of such shares as if he was solely entitled thereto, but if more
than one of such joint holders are present or represented at the scheme
meeting, the one of the said persons whose name is recorded first in the
register of members of the applicant or his proxy, as the case may be, shall
alone be entitled to vote in respect thereof, as if he were the sole holder of
such shares.
8. In terms of the provisions relating to the adjournment of the scheme
meeting, the chairperson will report the results thereof to the Court at
10:00, or so soon thereafter as Counsel may be heard, on Tuesday, 24 January
2006. A copy of the chairperson"s report to the Court will be available (free
of charge) to any member of the Applicant at the registered office of the
Applicant during normal business hours for at least one week before the date
fixed by the Court for the chairperson to report back to it.
9. The scheme is subject to the fulfillment of certain conditions precedent
stated in the scheme, one of such conditions being its sanction by the Court
and a certified copy of the Order of the Court being lodged with and
registered by the Registrar of Companies.
D. N. BEASLEY
Chairperson of the scheme meeting
M. L. KRAWITZ
Applicant"s attorneys
Michael Krawitz & Co.
25 Bompas Road
Dunkeld West
Johannesburg
2196
(PO Box 412411, Craighall, 2024)
Date: 17/11/2005 07:50:51 AM Produced by the JSE SENS Department
