| Fri 1 Sep 2006, 8:30 | | Apexhi Properties Limited - Notice of Scheme Meeti |
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APA APB
APA
Apexhi Properties Limited - Notice of Scheme Meetings
APEXHI PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/000238/06)
Share code : APA & ISIN: ZAE000033064
Share code : APB & ISIN: ZAE000033072
("ApexHi" or "the company")
NOTICE OF SCHEME MEETINGS
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
Case number: 06/18116
Tuesday, 22 August 2006
Before The Honourable Justice Claassen
In the ex parte application of -
APEXHI PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/000238/06)
Applicant
Notice is hereby given that in terms of an Order of Court dated Tuesday, 22
August 2006 in the above matter, the High Court of South Africa
(Witwatersrand Local Division) ("the Court") has ordered in accordance with
the provisions of section 311 of the Companies Act, 1973 (Act 61 of 1973),
as amended ("the Act"), Gary James Oertel or, failing him, another partner
of Sonnenberg, Hoffmann & Galombik or failing any such other partner, a
director of Knowles Hussain Lindsay Inc., to convene meetings ("scheme
meetings") of:
* the A shareholders of the Applicant;
* the A debenture holders of the Applicant;
* the B shareholders of the Applicant; and
* the B debenture holders of the Applicant,
for the purpose of considering and, if deemed fit, agreeing to, with or
without modification, the scheme of arrangement (the "scheme") between the
Applicant and the holders of A ordinary shares, B ordinary shares, A
debentures and B debentures (collectively, the "units") ("the scheme
units").
The scheme meetings will be held at 10:00 on Monday, 18 September 2006 (in
respect of A shareholders), at 10:30 on Monday, 18 September 2006 (in
respect of A debenture holders), at 12:30 on Monday, 18 September 2006 (in
respect of B shareholders) and at 13:00 on Monday, 18 September 2006 (in
respect of B debenture holders),at the offices of the Applicant at Ground
Floor, 2 Arnold Road, Rosebank, 2196.
Copies of the scheme, the explanatory statement in terms of section 312 of
the Act, the notices convening the scheme meetings, the forms of proxy and
the Order of Court convening the scheme meetings are included in the
document of which this notice forms part and copies may, on request by any
scheme member during normal business hours at any time prior to the scheme
meetings, be inspected at or obtained free of charge from the office of the
Applicant, at Ground Floor, 2 Arnold Road, Rosebank, 2196.
Each A shareholder, B shareholder, A debenture holder and B debenture
holder of ApexHi Properties Limited registered as such at the close of
business on Wednesday, 13 September 2006 may attend, speak and vote in
person at the relevant scheme meetings or may appoint any other person or
persons (who need not be scheme members) as a proxy to attend, speak and
vote in their place.
Additional forms of proxy may be obtained on request from the Applicant"s
office at Ground Floor, 2 Arnold Road, Rosebank, 2196.
Each signed form of proxy must be lodged with or posted to the Applicant"s
transfer secretaries, Link Market Services South Africa (Proprietary)
Limited, 5th Floor, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000), to be received not later than 48 hours before the
proposed time for the relevant scheme meeting on Monday, 18 September 2006,
or handed to the chairperson of the scheme meetings not later than 10
minutes or later if the chairperson agrees before the time for which the
scheme meeting in question is convened.
Where there are joint holders of any scheme units any one of such persons
may vote at the relevant scheme meetings in respect of such scheme units as
if he was solely entitled thereto, but if more than one of such joint
holders be present or represented at any of the scheme meetings, then the
person whose name stands first in the register in respect of such units or
his proxy, as the case may be, shall be entitled to vote in respect
thereof, as if he were the sole holder of such units.
In terms of the Order of Court dated Tuesday, 22 August 2006, the
chairperson of the scheme meetings will report the results thereof to the
above Honourable Court at 10:00 or so soon thereafter as Counsel may be
heard on Tuesday, 26 September 2006. A copy of the chairperson"s report to
the Court will be available (free of charge) to any scheme member at the
registered office of the Applicant during normal business hours from the
day following the scheme meetings until the date fixed by the Court for the
chairperson to report back to it.
The basic characteristics of the scheme is that scheme participants will
receive R2.00 for every scheme unit which is the subject matter of the
scheme.
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.
Chairperson of the scheme meeting
EDWARD NATHAN & FRIEDLAND INC. JAVA CAPITAL (PROPRIETARY)
3rd Floor LIMITED
150 West Street 2nd Floor
Sandown 2 Arnold Road
Sandton Rosebank
2196 2196
Reference: Reference: Warren Lawlor
M J Feinstein/K W Makhubele Tel: (011) 283-0042
Tel: (011) 269-7600 Fax: (011) 283-0065
Fax: (011) 269-7899
Date: 01/09/2006 08:30:10 AM Produced by the JSE SENS Department
