| Wed 15 Feb 2006, 17:16 | | Glenrand MIB Limited - Order Of Court |
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GMB
Glenrand MIB Limited - Order Of Court
Glenrand M I B Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share Code: GMB & ISIN: ZAE000018529
("Glenrand M I B" or "the company")
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(Witwatersrand Local Division) Case number: 06/2638
Before the Honourable Mr Acting Justice WH Trengove
In the ex parte application of:
Glenrand MIB Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Upon the motion of Counsel for the Applicant and upon reading the notice and
other documentation filed of record:
IT IS ORDERED THAT:
1. a meeting be convened ("the Scheme Meeting") in terms of Section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act") of the ordinary
shareholders of the Applicant, other than Kunene Finance Company (Proprietary)
Limited, the Glenmib Employee Scheme Trust and the Glenmib Employee Empowerment
Trust ("the Excluded Shareholders"), registered as such at the Close of Business
on Tuesday, 14 March 2006 ("the Scheme Members") by the chairman referred to in
paragraph 2 of this Order of Court ("the chairman"), to be held at the boardroom
of the Applicant at 288 Kent Avenue, Ferndale, Randburg at 8:30 on Friday, 17
March 2006, for the purposes of considering and, if deemed fit, agreeing with or
without modification, to the Scheme of Arrangement ("the Scheme") proposed by
Risk Funding Services (Proprietary) Limited and the trustees for the time being
of the Glenmib Employee Empowerment Trust ("the Proposers") and Scheme Members,
substantially in the form of the Scheme Document which appears at pages 35 to 46
of Annexure "C" to the notice of motion in this matter; provided that the Scheme
Meeting shall not be entitled to agree to any modification of the Scheme which
has the effect of diminishing the rights which accrue in terms thereof to Scheme
Members;
2. Stephen Irwin Meltzer, or failing him, such other independent person
nominated by Deneys Reitz Inc, be and is hereby appointed as chairman of the
Scheme Meeting;
3. the chairman of the Scheme Meeting is authorised to:
3.1 convene the Scheme Meeting;
3.2 determine:
3.2.1 whether or not any form of proxy submitted for use at the Scheme Meeting
and any adjourned meeting is valid and should be accepted, including permitting
proxies to be submitted up to ten minutes prior to any adjourned meeting even if
a proxy was not submitted for the original meeting; and
3.2.2 the procedure to be followed at the Scheme Meeting or any adjourned Scheme
Meeting;
3.3 adjourn the Scheme Meeting from time to time if the chairman considers it
necessary or desirable to do so;
3.4 appoint scrutineers for the purpose of the Scheme Meeting and any adjourned
Scheme Meeting; and
3.5 accept forms of proxy handed to the chairman by no later than ten minutes
before the Scheme Meeting is due to commence;
4. the Applicant shall cause a notice convening the Scheme Meeting substantially
in the form of the draft notice which appears at pages 23 and 24 of Annexure "C"
to the notice of motion to be published by the chairman once:
4.1 in each of "Business Day", "Business Report" and "Beeld" at least two weeks
before the date of the Scheme Meeting;
4.2 in the "Government Gazette" at least two weeks before the date of the Scheme
Meeting; and
4.3 in "Sunday Times" and "Rapport" at least two weeks before the date of the
Scheme Meeting;
which notice shall state:
4.4 the basic characteristics of the Scheme;
4.5 the time, date and venue of the Scheme Meeting;
4.6 that the Scheme Meeting has been convened in terms of this order for the
purpose of considering and, if deemed fit, approving, with or without
modification, the Scheme;
4.7 that a copy of this Order, the Scheme and the Explanatory Statement in terms
of section 312(1) of the Act relating to the Scheme may be inspected during
normal business hours at any time prior to the Scheme Meeting at the registered
office of the Applicant at 288 Kent Avenue, Ferndale, Randburg, and at the
office of the chairman, Webber Wentzel Bowens Inc,10 Fricker Road, Illovo
Boulevard, Johannesburg; and
4.8 that a copy of this Order, the Scheme and the Explanatory Statement in terms
of section 312(1) of the Act relating to the Scheme, may be obtained on request
by any Scheme Member, free of charge from the Applicant, at the time and places
referred to in paragraph 4.7;
5. a copy of each of:
5.1 the explanatory statement in terms of section 312(1)(a)(i) of the Act
substantially in the form which appears at pages 30 to 42 of Annexure "C" to the
notice of motion and the Valuation Statement in terms of Section 312(a)(ii) of
the Act substantially in the form which appears at pages 58 to 60 of Annexure
"C" to the notice of motion;
5.2 the Scheme substantially in the form of the Scheme Document which appears at
pages 43 to 57 of Annexure "C" to the notice of motion;
5.3 the notice convening the Scheme Meeting substantially in the form contained
in the draft notice which appears at pages 28 and 29 of Annexure "C" to the
notice of motion;
5.4 the form of proxy (pink) to be used at the Scheme Meeting substantially in
the form of the proxy which appears at pages 109 to 111 of Annexure "C" to the
notice of motion; and
5.5 this Order of Court,
shall be posted by pre-paid registered post by the Applicant to each of the
Scheme Members at least two weeks prior to the date of the Scheme Meeting, to
their addresses as recorded in the Register of the members of the Applicant at
the close of business not more than four business days before the date of such
posting and in respect of those persons named by the Central Securities
Depository Participants ("CSDP") administering sub-registers of the Applicant as
being beneficial owners of the shares so registered on such date, to their
addresses as recorded in the CSDP"s sub-registers;
6. the date of posting of the documents referred to in paragraph 5 shall be
evidenced by an affidavit deposed to by a representative of the Applicant, duly
supported by post office receipts;
7. a copy of the documents referred to in paragraph 5 shall lie open for
inspection, during normal business hours, for at least fourteen calendar days
prior to the date of the Scheme Meeting, and copies of these documents may be
obtained free of charge at the registered office of the Applicant and at the
office of the chairman referred to in paragraph 4.7;
8. the chairman shall report the results of the Scheme Meeting by way of
affidavit to this Honourable Court on Tuesday, 28 March 2006 at 10:00 or as soon
thereafter as Counsel may be heard, giving details of:
8.1 the number of Scheme Members present in person at the Scheme Meeting
including those represented and the number of shares held by them;
8.2 the number of Scheme Members represented by proxy at the Scheme Meeting
including the number of shares held by them and of those Scheme Members so
represented together with information as to the number represented by the
chairman in terms of proxies;
8.3 the number of shares held by all the Scheme Members;
8.4 any proxies which have been disallowed and the reason therefor;
8.5 all resolutions passed at the Scheme Meeting or any adjournment thereof,
with particulars of the number of votes cast in favour of and against each
resolution and of any abstentions in respect thereof, indicating in each case
how many votes were cast by the chairman in terms of proxies;
8.6 all rulings made and directions given by the chairman at the Scheme Meeting
or any adjournment thereof;
8.7 the relevant portions of any documents or reports submitted or tabled at the
Scheme Meeting or any adjournment thereof which bear on the merits or demerits
of the Scheme, including copies thereof;
8.8 the main points of any other proposal submitted to the Scheme Meeting or any
adjournment thereof;
9. the Applicant shall arrange to make available (and the notice of the Scheme
Meeting shall include a statement that it will be so available) at the
registered office of the Applicant, and at the office of the chairman referred
to in paragraph 4.7, a copy of the chairman"s report to this Honourable Court,
free of charge to any Scheme Member on request, for not less than seven calendar
days prior to the date fixed by this Honourable Court for the chairman to report
back to it;
10. Scheme Members who hold Certificated Ordinary Shares in the Applicant and
Scheme Members who hold Dematerialised Ordinary Shares in the Applicant through
a CSDP in "own-name" registration form who wish to vote by proxy, should tender
as their proxy, the form of proxy referred to in paragraph 5.4 of this Order. In
addition, forms of proxy may be handed to the chairman up to ten minutes before
the Scheme Meeting is due to commence;
11. Scheme Members who hold Certificated Ordinary Shares in the Applicant
through a nominee and Scheme Members who hold Dematerialised Ordinary Shares in
the Applicant through a CSDP or Broker not in "own-name" registration form
should timeously inform their nominees, CSDPs or Brokers, as the case may be, to
issue them with the necessary authorisation to attend the Scheme Meeting or
should they not wish to attend the Scheme Meeting in person, to timeously
provide their nominees, CSDPs or Brokers, as the case may be, with their voting
instructions in order for their votes to be represented at the Scheme Meeting.
By order of Court
REGISTRAR
14 February 2006
DENEYS REITZ INCORPORATED
Attorneys for Applicant
82 Maude Street
Sandton, 2196
(PO Box 784903, Sandton, 2146)
Ref: K Cron/T J de Wet
Date: 15/02/2006 05:16:15 PM Produced by the JSE SENS Department
