| Wed 13 Sep 2006, 15:40 | | Real Africa Holdings Limited - Notice to sharehold |
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RAH
RAH
Real Africa Holdings Limited - Notice to shareholders of RAH
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/003919/06)
SHARE CODE: RAH ISIN: ZAE000008702
("RAH" or "the company")
NOTICE TO SHAREHOLDERS OF REAL AFRICA HOLDINGS LIMITED
1. This notice is supplementary to the notice of the twelfth annual
general meeting of members of the company to be held at Aberdeen House,
Peter Place Park, 54 Peter Place, Bryanston, on Monday 18 September 2006
at 14:00, and relates to the nomination, subsequent to the notice of the
annual general meeting, by Standard Bank Nominees (Transvaal)
(Proprietary) Limited, a member of the company, in terms of Article 13.2
of the company"s Articles of Association, of Messrs D C Coutts-Trotter, R
P Becker, D A Hawton and M V Moosa as directors to replace the retiring
directors and/or to fill any intervening vacancies on the board.
2. In addition to the ordinary resolutions set out in paragraphs 1.1
and 1.2, there will be further ordinary resolutions proposed, numbers
1A.1 and 1A.2, as follows, in addition to those now set out in the notice
of the annual general meeting, which is accordingly amended:
1A To consider, and if deemed fit to elect, the following
directors, duly nominated in terms of Article 13.2 of the
Articles of Association, by way of passing the ordinary
resolutions set out below:
1A.1 Resolved that Mr D C Coutts-Trotter be elected as a director
of the company to replace Mr A H Arnott (or any other person
appointed to replace him in terms of Article 12.2).
1A.2 Resolved that Mr R P Becker be elected as a director of the
company to replace Mr F W Kilbourn (or any other person
appointed to replace him in terms of Article 12.2).
3. In the notice mentioned above it is further intimated that in the
event of any other vacancies arising at or before the annual general
meeting, the shareholder which has given the notice will nominate, to
fill any such vacancies, in order, Mr D C Coutts-Trotter, Mr R P Becker
(in either case if he has not been elected in place of the retiring
director he is nominated to replace), Mr D A Hawton and Mr M V Moosa. It
is not anticipated that there will be any such vacancies.
4. A brief curriculum vitae of each of the persons nominated as set out
above (each of whom has signified, in writing, his acceptance of the
nomination) follows:
- D C (David) Coutts-Trotter (44)
Chief executive - Sun International Limited
BBus Sci, BAcc, CA(SA)
Appointed to the board of Sun International Limited in 1996, as
deputy chief executive on 1 July 2003, chief executive designate
on 1 September 2005 and chief executive on 1 July 2006. Mr
Coutts-Trotter holds directorships in various Sun International
Group companies including Sun International Management Limited
and Royale Resorts Holdings Limited. Mr Coutts-Trotter completed
articles with PriceWaterhouseCoopers Inc and has over ten years"
experience in the hotel, resorts and gaming industries.
- R P (Rob) Becker (44)
Chief financial officer - Sun International Limited
BAcc, CA(SA), MBA
Appointed to the board of Sun International Limited in July 2005
and is also a director of Sun International Management Limited.
Mr Becker joined the group on 1 July 2005 having spent two and a
half years at Nampak Limited and seven years at Robertsons
Holdings where he held the positions of chief financial officer
and group financial director respectively. Mr Becker has
extensive experience in corporate finance and local and offshore
financial management.
- D A (Buddy) Hawton (69)
Chairman - Sun International Limited
FCIS
Appointed to the board of Sun International Limited in 1987 and
retired as an executive director of Sun International on 30 June
2003. Mr Hawton is a director of Standard Bank Group Limited,
Liberty Group Limited, Liberty Holdings Limited, Nampak Limited,
Woolworths Holdings Limited (chairman) and Royale Resorts
Holdings Limited (chairman). Mr Hawton previously held
directorships in City Lodge Hotels Limited, Altron Limited, South
African Mutual Life Assurance Society, Rennies Group Limited,
Safmarine and Rennies Holdings Limited (chairman and South
African Marine Corporation Limited (chairman).
- M V (Valli) Moosa (49)
Non-executive director - Sun International Limited
B Sc (Mathematics, Physics)
Appointed to the board of Sun International Limited in November
2005, Mr Moosa served as Minister of Constitutional Development
from 1994 to 1999 and as Minister of Environmental Affairs and
Tourism from 1999 to 2004 and served as a member of the Economic
Affairs, Investment and Employment and International Relations
Cabinet Committees and on a number of the ANC sub-committees. He
served as chairman of the United Nations Commission on
Sustainable Development from 2002 to 2003 as well as the Business
Trust. Mr Moosa is presently a national executive committee
member of the ANC and currently holds directorships, inter alia,
in Lereko Investments (Pty) Limited (executive chairman),
Dinokana Investments (Pty) Limited, Eskom Holdings (chairman),
Imperial Holdings, Sanlam and SAA.
5. The nominations above require amendment of the proxy forms; a proxy
form in substitution for that provided earlier can be obtained from
Computershare Investor Services (2004) Pty Limited - Meeting Services
Department by requesting a proxy form in writing by emailing or faxing
the contact details given below. In the light of the short period between
this notice and the annual general meeting, a proxy form duly completed
which enables the nominated proxy to vote on ordinary resolutions 1.1 and
1.2 (but not 1A.1 and 1A.2) will be accepted as it stands and as
conferring authority only to vote on the resolutions mentioned in the
original notice of the meeting, and the original proxy form, and will be
revoked only in the event of its replacement by a completed proxy form in
the form of that obtained from Computershare Investor Services (2004) Pty
Limited - Meeting Services Department.
A revised proxy form can be obtained from Computershare Investor
Services (2004) Pty Limited - Meeting Services Department.
Please direct all requests in writing and emailed to #ZA CS JHB Proxy
or faxed to 011 688 5238.
Only written requests will be adhered to.
Directors" responsibility statement
The directors of RAH, collectively and individually, accept
responsibility for the accuracy of the information given in relation to
RAH and accordingly certify that, to the best of their knowledge and
belief such information is true and correct and that no facts have been
omitted which would make any statement in this notice false or
misleading, and that all reasonable inquiries to ascertain such facts
have been made and that this notice contains all information required by
law and the Securities Regulation Code on Take-overs and Mergers and the
Rules of the Securities Regulation Panel issued in terms of the Companies
Act, 1973.
By order of the board
P du Plessis
Company Secretary
13 September 2006
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 13/09/2006 03:40:10 PM Produced by the JSE SENS Department
