| Thu 8 Dec 2005, 7:27 | | Messina Limited - Notice Of Scheme Meeting |
|
Messina Limited - Notice Of Scheme Meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 05/28621
Before the Honourable Justice Makhanya
In the ex parte application of:
MESSINA LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1950/035912/06)
NOTICE OF A SCHEME MEETING OF THE HOLDERS OF ORDINARY SHARES OF 50 CENTS EACH
IN THE APPLICANT
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("Court") issued in the above matter on Tuesday, 6 December
2005, this notice serves to convene a meeting ("scheme meeting") of
shareholders of the Applicant who are recorded on the register at the close of
business on Thursday, 12 January 2006 ("scheme members").
The scheme meeting is to be held at 09:00 at Northdowns, 17 Georgian Crescent,
Bryanston, on Monday, 16 January 2006 under the chairmanship of Solomon Slom
of Fluxmans Inc. or failing him, Arnold Subel SC ("Chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to
approve (with or without modification) a scheme of arrangement ("scheme") in
terms of section 311 of the Companies Act, No. 61 of 1973, as amended ("Act"),
proposed by Lonmin plc ("Lonmin") between the Applicant and the shareholders
of the Applicant, excluding Lonmin and its subsidiaries, registered as such on
Friday, 3 February 2006 ("scheme participants"). The basic characteristic is
that, subject to the fulfilment of certain conditions precedent to which the
scheme is subject, as stated in paragraph 5.6 of the scheme, Lonmin will
acquire all the issued shares in Messina of the scheme participants ("scheme
shares") for a consideration of 4 500 cents per share.
A copy of the scheme, the explanatory statement in terms of section 312(1) of
the Act which explains the scheme, this notice, the approved form of proxy
(pink), the approved form of surrender (green) and the Order of Court
convening the scheme meeting will be sent to the shareholders of the Applicant
at least fourteen days before the date of the scheme meeting. Shareholders
may, during normal business hours at any time prior to the scheme meeting,
inspect and obtain a copy of those documents, free of charge, at the
Applicant"s corporate office at Northdowns, 17 Georgian Crescent, Bryanston.
Each scheme member may personally or through a proxy attend, speak and vote,
or abstain from voting, at the scheme meeting. A proxy need not be a
shareholder of the Applicant. An acceptable form of proxy (pink), duly signed,
must be received by Computershare Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), no later than 09:00 on Friday, 13 January 2006, or on the
business day immediately preceding any adjourned meeting, or handed to the
Chairperson no later than ten minutes before the scheme meeting or adjourned
meeting is due to commence. Notwithstanding the aforegoing, the Chairperson
may approve at his discretion the use of any other form of proxy.
Holders of dematerialised scheme shares, other than those who hold own-name
registration, must inform their Central Securities Depository Participant
("CSDP") or broker of their intention to attend the scheme meeting and request
their CSDP or broker to issue them with the necessary authorisation to attend
the scheme meeting in person or provide their CSDP or broker with their voting
instructions should they not wish to attend the scheme meeting in person.
The Order of Court requires the Chairperson to report on the scheme meeting to
the above Honourable Court at 10:00 or as soon thereafter as Counsel may be
heard on Tuesday, 24 January 2006. During normal business hours for at least 1
(one) week prior to that date, a free copy of the Chairperson"s report to the
Court will be available to any shareholder at the abovementioned corporate
office of the Applicant.
Where there are joint holders of any of the Applicant"s 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 be
present or represented at the scheme meeting, then the person whose name
stands first in the register in respect of such shares 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.
Chairperson of the scheme meeting
Attorneys to the Applicant
Cliffe Dekker Inc.
1 Protea Place
Sandown, 2196
(Private Bag X7, Benmore, 2010)
Tel: +27 (0)11 290 7000
Fax: +27 (0)11 290 7300
Ref: R Butler
Date: 08/12/2005 07:28:05 AM Produced by the JSE SENS Department
