| Fri 31 Mar 2006, 17:55 | | Metboard - Notice of scheme meeting |
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MPL
MPL
Metboard - Notice of scheme meeting
Metboard Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
Share code: MPL & ISIN: ZAE000014874
("Metboard")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 06/6368
(Witwatersrand Local Division)
In the ex parte application of:
METBOARD PROPERTIES LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
1. Under authority of an Order of the High Court of South Africa
(Witwatersrand Local Division) ("the Court") issued in the above matter on
Wednesday, 29 March 2006, this notice serves to convene a meeting ("the scheme
meeting") of linked unitholders of the Applicant (apart from Growthpoint
Properties Limited ("Growthpoint")) who are recorded in the register of the
Applicant as such at 17:00 on Thursday, 20 April 2006 ("the scheme members").
2. The scheme meeting will be held at 09:00 on Monday, 24 April 2006, in the
Applicant"s boardroom, 100 Grayston Drive, Sandown, Sandton. Mr Christopher
Haig Ewing (or failing him, Mr Ian Keith Hayes) has been appointed by the
Court as chairperson and the chairperson"s address is c/o Cliffe Dekker
Incorporated, Fourth Floor, 1 Protea Place, Sandown, Sandton, 2196 (Private
Bag X7, Benmore 2010).
3. The purpose of the scheme meeting is to consider and, if deemed fit, to
agree (with or without modification) to the scheme of arrangement ("the
scheme") proposed by Growthpoint between the Applicant and the scheme members.
The object of the scheme is that, subject to the fulfilment of certain
conditions precedent which are stated in paragraph 5 of the scheme,
Growthpoint will acquire all of the Applicant"s linked units held by scheme
members who are registered as linked unitholders of the Applicant on the
consideration record date (as referred to in the circular, dated 31 March
2006, which has been posted to scheme members) and which date will be released
on SENS and published in the press ("the scheme record date"). In terms of the
scheme, the scheme participants will receive the scheme consideration for
every linked unit in the Applicant held on the scheme record date, which
scheme consideration is 1 new Growthpoint linked unit for every 1.9 linked
units held in the Applicant ("exchange ratio") rounded to the nearest whole
number.
4. A copy of the scheme, the statements in terms of sections 312(1)(a) and
312(2) of the Companies Act, 1973 (Act 61 of 1973), as amended, which explains
the scheme, this notice, the approved form of proxy (green) and the Order of
Court convening the scheme meeting have been posted to scheme members. Scheme
members may, during normal business hours, inspect or obtain a copy of these
documents, free of charge, at the Applicant"s registered office at 100
Grayston Drive, Sandown, Sandton 2196 (PO Box 78949 Sandton 2146), or from the
office of the chairperson, c/o Cliffe Dekker Incorporated, Fourth Floor, 1
Protea Place, Sandown, Sandton, 2196 (Private Bag X7, Benmore 2010).
5. Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units in the
Applicant through a Central Securities Depository Participant ("CSDP") and has
"own name" registration ("dematerialised own name scheme member"), may attend,
speak and vote in person at the scheme meeting or any adjourned meeting, or
may appoint one or more proxies (who need not be linked unitholders of the
Applicant) to attend, speak and vote at the scheme meeting in the place of
such certificated scheme member or dematerialised own name scheme member. The
form of proxy for this purpose, for completion by certificated scheme members
and dematerialised own name scheme members only, are included in the circular,
dated 31 March 2006, which has been posted to scheme members at their
addresses as recorded in the register of certificated linked unit holders and
the sub-register of holders of dematerialised linked units in the Applicant
not more than four calendar days before the date of such posting. If more than
one person is appointed on a single form of proxy, 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
shareholders) 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.
6. Properly completed forms of proxy 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 09:00 on
Friday, 21 April 2006, or on the business day immediately preceding any
adjourned meeting, or handed to the chairperson of the scheme meeting no later
than ten minutes before the scheme meeting or adjourned meeting is due to
commence. Notwithstanding the aforegoing, the chairperson of the scheme
meeting may approve in the chairperson"s discretion the use of any other form
of proxy.
7. Each person who holds a beneficial interest in dematerialised linked units
in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at the
scheme meeting or adjourned meeting, only if such dematerialised scheme member
informs his/her CSDP or broker timeously of his/her intention to attend and
vote at the scheme meeting or adjourned meeting or be represented by proxy
thereat in order for his/her CSDP or broker to issue him/her with the
necessary authorisation to do so or such dematerialised scheme member provides
his/her CSDP or broker timeously with his/her voting instruction should such
dematerialised scheme member not wish to attend the scheme meeting or
adjourned meeting in person in order for his/her CSDP or broker to vote in
accordance with his/her instruction at the scheme meeting or adjourned
meeting. The CSDP or broker will then provide the transfer secretaries of the
Applicant with forms of proxy in terms of each individual dematerialised
scheme member"s instruction.
8. The Order of Court convening the scheme meeting requires the chairperson to
report on the scheme meeting to the above Honourable Court at 10:00 or so soon
thereafter as Counsel may be heard on Tuesday, 9 May 2006. During normal
business hours in the week preceding that date a free copy of the
chairperson"s report to Court will be available to any scheme member at the
chairperson"s office and the Applicant"s registered office referred to in
paragraph 4.
Christopher Haig Ewing
Chairperson of the scheme meeting
FLUXMANS INCORPORATED
Attorneys for Applicant
11 Biermann Avenue
Rosebank
Johannesburg, 2196
Tel: (011) 328-1700
Fax: (011) 880-2261
Ref: S Slom/C Wannell
Date: 31/03/2006 05:55:48 PM Produced by the JSE SENS Department
