| Wed 5 Apr 2006, 7:00 | | Alex White Holdings Limited - Notice Of Scheme Mee |
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ALX
ALX
Alex White Holdings Limited - Notice Of Scheme Meeting
ALEX WHITE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1949/035016/06)
SHARE CODE: ALX & ISIN: ZAE000000386
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 06/6310
(WITWATERSRAND LOCAL DIVISION)
Johannesburg, 28 March 2006
Before the Honourable Mr Justice Blieden
In the ex parte application of:
ALEX WHITE HOLDINGS LIMITED The Applicant
(Registration number 1949/035016/06)
Notice is hereby given that, in terms of an Order of Court in the above matter
dated 28 March 2006, the High Court of South Africa (Witwatersrand Local
Division) ("Court") has ordered, in accordance with the provisions of Section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act")
that a meeting ("scheme meeting") of the members of the Applicant, registered as
such at 17:00 on Monday, 24 April 2006 ("scheme members") be convened under the
chairpersonship of Derek Henry Rabin, or failing him Kevin Richard Cron, for the
purpose of considering and, if deemed fit, approving, with or without
modification, the scheme of arrangement ("scheme") proposed by Astrapak Limited
("Astrapak") between the Applicant and the holders of its issued shares.
The scheme meeting will be held at 12:00 on Wednesday, 26 April 2006, or any
adjourned date as determined by the chairperson ("adjourned meeting"), at 22
Yaron Avenue, Lea Glen, Roodepoort, 1709, for purposes of considering and, if
deemed fit, approving the scheme with or without modification.
The essence of the scheme is that, upon implementation, Astrapak will become the
beneficial owner of all shares in the issued share capital of the Applicant, and
the listing of the Applicant"s shares on the JSE Limited will be terminated. In
terms of the scheme, the scheme participants will receive a cash consideration
of 320 cents for each ordinary share of 10 cents in the Applicant that they
hold.
Copies of this notice, the scheme document, the explanatory statement in terms
of Section 312(1) of the Companies Act, the form of proxy and the Order of Court
convening the scheme meeting or any adjourned meeting may, on request by any
member of the Applicant, be inspected at, and copies obtained free of charge
during normal business hours at any time prior to the scheme meeting, from the
registered office of the Applicant at 22 Yaron Avenue, Lea Glen, Roodepoort,
1709, and the Applicant"s sponsor, Merchant Sponsors (Proprietary) Limited,
Block A, First Floor, Libertas Office Park, 3 Libertas Road, Bryanston and the
Applicant"s transfer secretaries, Computershare Investor Services 2004
(Proprietary) Limited, 70 Marshall Street, Johannesburg.
Forms of proxy are contained in the circular dated 30 March 2006, sent to all
ordinary shareholders registered as such at the close of business on a date not
more than 4 (four) business days before the date of such posting. Additional
forms of proxy may be obtained on request from the Applicant"s transfer
secretaries at Computershare Investor Services 2004 (Proprietary) Limited, 70
Marshall Street, Johannesburg.
Scheme members holding certificated shares and dematerialised shareholders with
"own name" registration who wish to attend, speak and vote at the scheme meeting
will be entitled to do so. Scheme members who wish to be represented at the
scheme meeting by a proxy must complete the form of proxy in accordance with the
instructions contained thereon, and return it to the transfer secretaries to be
received by them by not later than 12:00 on Tuesday, 25 April 2006. Forms of
proxy may also be handed to the chairperson of the scheme meeting up to 10 (ten)
minutes before the time at which the scheme meeting is due to commence. Scheme
members who have already dematerialised their shares in the Applicant, other
than by "own name" registration, must not complete the form of proxy but should
contact their Central Securities Depository Participant ("CSDP") or broker and
furnish them with voting instructions. If their CSDP or broker is not given such
instructions then they will vote in accordance with the instructions contained
in the custody agreement concluded with the scheme member in question. Where
there are joint holders of any 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 are present or represented at the
scheme meeting, that person whose name is recorded first in the register of
members of the Applicant 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.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting will report the results thereof to the above Honourable Court at 10:00,
or so soon thereafter as Counsel may be heard, on Tuesday, 30 May 2006. A copy
of the chairperson"s report to the Court is expected to be available (free of
charge) to any member of the Applicant at the registered office of the Applicant
at 22 Yaron Avenue, Lea Glen, Roodepoort, 1709, and the Applicant"s sponsor,
Merchant Sponsors (Proprietary) Limited, Block A, First Floor, Libertas Office
Park, 3 Libertas Road, Bryanston and the Applicant"s transfer secretaries,
Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall Street,
Johannesburg during normal business hours from Friday, 28 April 2006, but in any
event by not later than 7 (seven) calendar days before the date fixed by the
Court for the chairperson to report back to it.
The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of such conditions being its sanction by the Court and a
certified copy of the Order of Court being lodged with and registered by the
Registrar of Companies.
Chairperson of the scheme meeting
Derek Henry Rabin
Knowles Husain Lindsay Incorporated
Applicant"s Attorneys
4th Floor, The Forum
2 Maude Street
Sandown, Sandton, 2196
Tel: (011) 669 6000
Fax: (011) 669 6299
DX 42, Sandton Square
Ref: Mr Alex Eliott / EDWA 8000.186
Corporate law advisers
Edward Nathan (Proprietary) Limited
150 West Street
Sandown, Sandton, 2196
(PO Box 783347, Sandton, 2146)
Date: 05/04/2006 07:00:25 AM Produced by the JSE SENS Department
