| Wed 15 Feb 2006, 17:15 | | Glenrand MIB Limited - Notice of the scheme meetin |
|
GMB
GMB
Glenrand MIB Limited - Notice of the scheme meeting
Glenrand MIB Limited
NOTICE OF SCHEME MEETING
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)
Share code: GMB ISIN: ZAE000018529
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court, dated Tuesday, 14
February 2006, the High Court of South Africa (Witwatersrand Local Division) has
ordered, in accordance with the provisions of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended ("Act"), that a meeting ("Scheme Meeting") of
the members 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 ("Scheme Members"), be held under the chairmanship of
Stephen Irwin Meltzer of attorneys Webber Wentzel Bowens Inc, or failing him
such other independent person as may be nominated by Deneys Reitz Inc, in the
boardroom of the Applicant at their registered office, being 288 Kent Avenue,
Ferndale, Randburg, at 8:30 on Friday, 17 March 2006 (or any adjourned date as
determined by the chairman) ("Adjourned Meeting") for the purposes of
considering and, if deemed fit, approving, with or without modification, a
Scheme of Arrangement ("the Scheme") proposed by Risk Funding Services
(Proprietary) Limited, a wholly-owned subsidiary of Glenrand MIB Limited, and
the trustees of the Glenmib Employee Empowerment Trust ("the Proposers"),
between the Applicant and the Applicant"s ordinary shareholders, other than the
Excluded Shareholders ("the Scheme Participants"), 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 that are to accrue in terms thereof to
Scheme Participants.
The implementation of the Scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanctioning thereof
by the above Honourable Court.
The purpose of the Scheme Meeting is to consider and, if deemed fit, to agree to
the Scheme. The basic characteristic of the Scheme is that, upon implementation,
Risk Funding Services (Proprietary) Limited and the trustees for the time being
of the Glenmib Employee Empowerment Trust will acquire 27 953 181 ordinary
shares in the Applicant, in aggregate, from all the Scheme Participants, on a
pro rata basis. The Scheme Participants will receive a cash consideration of
R2.27 for each ordinary share in the Applicant disposed of to the Proposers
pursuant to the Scheme.
Each Scheme Member who holds certificated ordinary shares in the Applicant
("Certificated Scheme Member") or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant ("CSDP") or
Broker and has "own-name" registration ("Dematerialised Own-Name Scheme
Member"), may attend, speak and vote, or abstain from voting, in person at the
Scheme Meeting or any Adjourned Meeting, or may appoint one or more proxies (who
need not be members of the Applicant) to attend, speak and vote, or abstain from
voting at the Scheme Meeting or any Adjourned Meeting, in the place of such
Certificated Scheme Member or Dematerialised Own-Name Scheme Member. A form of
proxy (pink) for the Scheme Meeting, for completion by Certificated Scheme
Members and Dematerialised Own-Name Scheme Members only, for this purpose, is
included in a Circular ("Circular") which will be posted on or about Monday, 20
February 2006 to all holders of ordinary shares in the Applicant at their
addresses as recorded in the Register of members of the Applicant at the close
of business not more than four business days before the date of such posting. If
more than one person is appointed on a single form of proxy (pink) for the
Scheme Meeting, then only one of those proxies (in order of appointment) will be
entitled to exercise that proxy. In the case of joint Certificated Scheme
Members and joint Dematerialised Own-Name Scheme Members, the vote of the senior
Certificated Scheme Member or senior Dematerialised Own-Name Scheme member
(seniority will be determined by the order in which the names of the joint
Certificated Scheme Members or joint Dematerialised Own-Name Scheme Members
stand in the Applicant"s Register of members) who tenders a vote (whether in
person or by proxy) will be accepted to the exclusion of the vote of the other
joint Certificated Scheme Member(s) or joint Dematerialised Own-Name Scheme
Member(s).
Properly completed forms of proxy (pink) for the Scheme Meeting must be lodged
with or posted to the Transfer Secretaries of the Applicant, 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 8:30 on Wednesday, 15 March 2006, or on the Business Day immediately
preceding any Adjourned Meeting, or handed to the chairman
of the Scheme Meeting no later than ten minutes before the scheduled time for
the commencement of the Scheme Meeting or Adjourned Scheme Meeting.
Notwithstanding the aforegoing, the chairman of the Scheme Meeting may approve,
in the chairman"s discretion, the use of any other form of proxy.
Scheme Members who hold certificated ordinary shares in the Applicant through a
nominee and ordinary shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or Broker and 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 or Adjourned
Meeting. In terms of the aforementioned Order of Court, the chairman of the
Scheme Meeting or Adjourned Meeting must report the results thereof to the above
Honourable Court on Tuesday, 28 March 2006 at 10:00 or so soon thereafter as
Counsel may be heard. A copy of the chairman"s report to the Court will be
available on request to any Scheme Member, free of charge, at the registered
office of the Applicant and at the office of the chairman, Webber Wentzel Bowens
Inc,10 Fricker Road, Illovo Boulevard, Johannesburg, during normal business
hours at least seven calendar days prior to the date fixed by the Court for the
chairman to report back to it.
Copies of this notice, the form of proxy (pink) for the Scheme Meeting to be
used at the Scheme Meeting or any Adjourned Meeting, the Scheme, the Explanatory
Statement in terms of section 312(1) of the Companies Act, explaining the Scheme
and the Order of Court summoning the Scheme Meeting, are included in the
Circular of which this notice forms part and may be inspected and copies thereof
obtained on request, free of charge, during normal business hours, at any time
prior to the Scheme Meeting, at the registered office of the Applicant, being
288 Kent Avenue, Ferndale, Randburg.
Stephen Irwin Meltzer
Chairman of the Scheme Meeting
DENEYS REITZ INC.
Attorneys for the Applicant
82 Maude Street
Sandton, 2196
(PO Box 784903, Sandton, 2146)
Tel: (011) 685 8500
Fax: (011) 883 4000
Ref: K Cron/T J de Wet
Date: 15/02/2006 05:15:28 PM Produced by the JSE SENS Department
