| Tue 11 Apr 2006, 14:31 | | Sallies Limited - Notice Of General Meeting |
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SAL
SAL
Sallies Limited - Notice Of General Meeting
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1903/001879/06)
JSE share code: SAL & ISIN: ZAE000022588
("the Company")
NOTICE OF GENERAL MEETING
1. INTRODUCTION
Ernst & Young Sponsors (Pty) Limited is authorised to announce that a
general meeting of Sallies shareholders has in terms of a circular
issued on 11 April 2006 been convened to be held on Wednesday, 26
April 2006 at 09:00 at The Oval, Training Room 5, c/o Ernst & Young,
Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg for the
purposes of considering and, if deemed fit, passing the relevant
ordinary resolutions, details of which are presented below.
2. RATONALE AND RESOLUTIONS
On 16 March 2006 Sallies announced on SENS that its directors had
decided to raise, by way of a fully underwritten rights offer, a total
of R65 million through the allotment and issue of 141 354 896 ordinary
shares of 0.1 cents in the capital of Sallies, at an issue price of 46
cents per share ("the rights shares")in the ratio of 55 new shares for
every 100 shares held by shareholders at the record date. The record
date is expected to be 19 May 2006 (final details will however be
announced on SENS and in the daily press in due course).
In terms of Section 221 of the Act, the directors of a company do not
have the power to allot or issue shares of the company without the
prior approval of the company in general meeting. In order to allot
and issue the rights shares the directors require the approval of the
Company in general meeting.
In order to enable the directors to allot and issue the rights shares,
the shareholders will be requested to adopt the following proposed
resolutions, with or without amendment:
ORDINARY RESOLUTION NUMBER 1
Specific approval to issue shares for cash
"Resolved as an ordinary resolution and as a specific approval to
issue securities for cash in terms of the Listings Requirements of the
JSE Limited that:
1. the allotment and issue by the Company, for cash, of ordinary shares
of 0.1 cents each in the capital of the Company, not exceeding
141 354 896 in number (collectively "the Rights Shares"); and
2. the offer for subscription to be made to the shareholders of the
Company as at the close of business on the record date for
participation in the rights offer at 46 cents per Rights Share, and on
such other terms and conditions as the directors of the Company may,
in their discretion, deem fit
be and are hereby approved."
ORDINARY RESOLUTION NUMBER 2
Directors" authority to allot and issue shares for cash subject to
specific approval
"Resolved as an ordinary resolution that, subject to ordinary
resolution number 1 being passed at the general meeting at which this
resolution will be proposed, by the requisite majority in terms of the
Listings Requirements of the JSE Limited, 141 354 896 shares of 0.1
cents each in the capital of the Company ("Ordinary Shares") be and
they are hereby placed under the control of the directors of the
Company, with specific approval to allot and issue such Ordinary
Shares for cash at 46 cents per Ordinary Share and on such other terms
and conditions as the directors of the Company may, in their
discretion deem fit."
3. VOTING AND PROXIES
If you are a registered certificated holder of Sallies shares or hold
dematerialised Sallies shares in your name and are unable to attend
the general meeting of Sallies shareholders, and you wish to be
represented thereat, you must complete and return the form of proxy
enclosed in the circular in accordance with its instructions so as to
be received by the transfer secretaries at their registered office,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (P O Box 61051,
Marshalltown 2107), by no later than 09:00 on Monday 24 April 2006.
If you do not hold your dematerialised Sallies shares in your name,
you should provide your CSDP or broker with your voting instructions
in terms of the custody agreement entered into with your CSDP or
broker. If you wish to attend the general meeting in person, then you
will need to timeously request your CSDP or broker to provide you with
the necessary authority to attend and vote your shares.
If you hold certificated Sallies shares through a nominee, you should
provide your nominee with your voting instructions in terms of the
agreement entered into with such nominee. If you wish to attend the
general meeting in person, then you will need to timeously request
your nominee to provide you with the necessary authority to attend and
vote your shares.
If you are in any doubt as to what action to take, consult your CSDP,
broker, attorney, banker or other professional advisor immediately.
Sallies does not accept responsibility and will not be liable for any
failure on the part of the CSDP or broker of a dematerialised
shareholder to notify such shareholder of the general meeting or any
business to be conducted thereat.
Sandton
11 April 2006
Sponsor
Ernst & Young Sponsors Ltd
(Registration number 2000/031843/07)
Date: 11/04/2006 02:31:40 PM Produced by the JSE SENS Department
