| Tue 5 Sep 2006, 16:58 | | Peregrine Holdings Limited - Notice of scheme meet |
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PGR
PGR
Peregrine Holdings Limited - Notice of scheme meeting
Peregrine Holdings Limited
(Registration number 1994/006026/06)
JSE code: PGR ISIN code: ZAE000015152
("Peregrine" or "the company")
Notice of scheme meeting
In the High Court of South Africa Case. No.: 19342/06
(Witwatersrand Local Division)
In the matter of the ex parte application of:
Peregrine Holdings Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Notice is hereby given that, in terms of an Order of Court dated 5
September 2006, in the above matter, the High Court of South Africa
(Witwatersrand Local Division) ("the Court") has ordered that a meeting
("scheme meeting") in terms of section 311 of the Companies Act, 1973 (Act
61 of 1973), as amended ("the Companies Act"), of the ordinary shareholders
of the Applicant, recorded in the register of the Applicant at the close of
business on Tuesday, 26 September 2006, other than Peregrine Financial
Services Holdings Limited, the Peregrine Share Incentive Trust and the
Citadel Staff Share Trust (such ordinary shareholders hereafter referred to
as "the scheme members"), be held under the chairpersonship of Mr N Lazarus
or, failing him any other independent person nominated for that purpose by
the applicant and approved by the above Honourable Court ("chairperson"),
for the purpose of considering and, if deemed fit, approving, with or
without modification, the scheme of arrangement ("the scheme") proposed by
a BEE consortium, between the Applicant and its ordinary shareholders.
The scheme meeting will be held at 10:30 or immediately after the preceding
general meeting (whichever is the later) on Thursday, 28 September 2006,
(or any adjourned date as determined by the chairperson ("adjourned
meeting")) at the registered office of the applicant, being Peregrine
Building, 6A Sandown Valley Crescent, Sandown, Sandton, 2196.
The scheme is subject to the fulfilment of the conditions precedent stated
in the scheme, one of such conditions being the sanctioning thereof by the
above Honourable Court.
A copy of this notice, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme, the form of
proxy for use at the scheme meeting or any adjourned meeting and the Order
of Court convening the scheme meeting, are included in the document of
which this notice forms part and which has been sent to ordinary
shareholders of the Applicant, and copies may, on request by any ordinary
shareholder of the Applicant, be inspected at or obtained free of charge
from the registered office of the Applicant at Peregrine Building, 6A
Sandown Valley Crescent, Sandown, Sandton, 2196 and at the offices of the
corporate advisor and sponsor being Java Capital (Proprietary) Limited, 2
Arnold Road, Rosebank, Johannesburg, during normal business hours at any
time prior to the scheme meeting.
Scheme members who hold certificated ordinary shares in the Applicant and
scheme members who hold dematerialized ordinary shares in the Applicant
through a Central Securities Depository Participant ("CSDP") or broker in
"own name" registration form 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 members of the Applicant) to attend, speak and vote at the
scheme meeting or any adjourned meeting in the place of such members.
A form of proxy for this purpose is included in the document which has been
posted 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 7 (seven) calendar days before the day of
such posting.
Properly completed forms of proxy must be lodged with or posted to the
transfer secretaries of the Applicant, being 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 10:30 on Wednesday, 27 September 2006, or on the business day
immediately preceding any adjourned meeting, or handed to the chairperson
no later than 10 (ten) minutes before the scheme meeting or adjourned
meeting is due to commence. Notwithstanding the aforegoing, the chairperson
may approve in his discretion the use of any other form of proxy.
Shareholders who hold dematerialised ordinary shares in the Applicant
through a CSDP or broker not in "own name" registration form who wish to
attend and vote at the scheme meeting or any adjourned meeting should
timeously inform their CSDPs or brokers of their intention to attend and
vote at the scheme meeting or any adjourned meeting in order for their
CSDPs or brokers to issue them with the necessary authorisations to attend
and vote at the scheme meeting, or should they not wish to attend the
scheme meeting or adjourned scheme meeting in person, they should timeously
provide their 61 CSDPs or brokers with their voting instructions in order
for their votes to be represented at the scheme meeting or any adjourned
meeting.
Where there are joint holders of the Applicant"s ordinary shares, any one
of such persons may vote at the scheme meeting or any adjourned meeting in
respect of such shares as if he was solely entitled thereto, but if more
than one of such joint holders be present or represented at the scheme
meeting or any adjourned meeting, that one of such persons whose name
stands first in the Applicant"s share register in respect of such shares or
his proxy, as the case may be, shall alone be entitled to vote in respect
thereof.
In terms of the aforementioned Order of Court, the chairperson of the
scheme meeting is required to report the results thereof to the above
Honourable Court at 10:00 or so soon thereafter as Counsel may be heard on
Tuesday, 10 October 2006. A copy of the chairperson"s report to the Court
will be available to any ordinary shareholder of the Applicant on request
free of charge at the registered office of the Applicant, at 5th Floor,
Peregrine Building, 6A Sandown Valley Crescent, Sandown, Sandton, 2196, and
at the offices of the corporate advisor and sponsor, being Java Capital
(Proprietary) Limited, 2 Arnold Road, Rosebank, Johannesburg, during normal
business hours from Friday, 29 September 2006 until the date fixed by the
Court for the chairperson to report back to it. If the scheme meeting is
adjourned, a copy of the chairperson"s report to the Court will be
available for at least 7 (seven) calendar days before the date on which the
chairperson is required to report back to the Court.
Chairperson of the scheme meeting
Applicant"s attorneys
Werksmans Inc.
155, 5th Street
Sandown
Sandton, 2196
Applicant"s corporate advisor and sponsor
Java Capital (Proprietary) Limited
2 Arnold Road
Rosebank
Johannesburg, 2196
5 September 2006
Date: 05/09/2006 04:58:10 PM Produced by the JSE SENS Department
