| Wed 18 Jan 2006, 12:17 | | Conafex Holdings Societe Anonyme - Notice Of Extra |
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CNX
CNX
Conafex Holdings Societe Anonyme - Notice Of Extraordinary Meeting
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg
RC Luxembourg No. B 17789)
("Conafex")
JSE CODE: CNX ISIN: LU0167907293
Directors
M.W. Burrell (Chairman)
C. Barrow
D.C. Marshall
W.H. Marshall
The Hon. C.A. Pearson
Registered Office
6 rue Adolphe Fischer,
L-1520, Luxembourg
18 January 2006
Dear Sir and/or Madam,
NOTICE OF EXTRAORDINARY MEETING
Conafex Holdings S.A. ("the Company") released its preliminary announcement of
its financial results for the year ended 31st August 2005 to the Luxembourg and
Johannesburg stock exchanges on 30th November 2005 and a copy of it was sent to
you. The Annual Report and Accounts for the year ended 31st August 2005 will be
sent to you shortly.
As advised in the preliminary announcement, we have made a provision of US$2
million to reduce the carrying value of Zimcor Holdings Limited ("Zimcor"), our
Zimbabwean subsidiary, to nil. This is in addition to the provision of US$6.4
million made in the accounts in relation to Zimcor for the year ended 31st
August 2004. Although the Company made a trading profit for the financial year
ended 31st August 2005, this provision of US$2 million against the possible
losses arising from the compulsory acquisition of our agricultural estates in
Zimbabwe resulted in a loss attributable to shareholders of US$1,944,000.
As a result of this further impairment provision of US$2 million, the Company
has lost more than 50% of its corporate capital. As a result of this loss of
capital, the directors are obliged in terms of Article 100 of the Luxembourg Law
of 10th August 1915 (as amended) to convene a general meeting of shareholders to
consider the possible dissolution of the Company. Accordingly an Extraordinary
General Meeting will be held on 30th January 2006for the sole purpose of
considering the Company"s future. A notice of meeting is included with this
announcement and a form of proxy was enclosed with the document posted to
shareholders on Monday, 16 January 2006.
Your directors have confidence in the Company"s prospects and believe that the
provision made is in the best interests of the Company and its shareholders and
we will, accordingly, be voting in favour of the resolution (i.e. in favour of
the continued operation of the Company) in respect of our own holdings.
M.W. BURRELL
Chairman
NOTICE OF MEETING
NOTICE is hereby given that an EXTRAORDINARY GENERAL MEETING of the Company will
be held at the offices of Maitland Luxembourg S.A., 6 rue Adolphe Fischer,
Luxembourg on Monday 30th January 2006, at 10.00 a.m. to deliberate on the
Company"s continuation of business as the loss incurred by the Company during
the financial year ended 31st August 2005 meant that the Company"s losses had
accumulated to the extent that they exceeded 50% of the Company"s subscribed
share capital and to resolve:
THAT by special vote and in order to comply with Article 100 of the Luxembourg
law of 10th August 1915 concerning Commercial Companies, as amended, the Company
shall continue its business despite the fact that at 31st August 2005 the
Company had lost more than 50% of its corporate capital.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
Notes:
1 A proxy form will be mailed with this document. You are requested to
complete and return the form whether or not you intend to attend the
Extraordinary General Meeting.
2 In terms of Article 24.4 of the Company"s Articles of Incorporation, a
shareholder may appoint a proxy who need not be a shareholder of the Company.
Any company being a shareholder of the Company may execute a form of proxy under
the hand of a duly authorised officer.
3 To be effective, the form of proxy, duly completed, must arrive at the
registered office of the Company not less than forty-eight hours before the time
fixed for the meeting. Proxies sent to the office of a transfer agent for
forwarding to the Company at shareholders" risk must be received by the transfer
agent not less than seven days before the meeting.
18 January 2006
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 18/01/2006 12:17:54 PM Produced by the JSE SENS Department
