| Tue 10 Oct 2006, 17:24 | | Spearhead - Notice of scheme meeting of Spearhead |
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SPE
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Spearhead - Notice of scheme meeting of Spearhead debenture holders
Spearhead Property Holdings Limited
(Registration No. 1996/005827/06)
Share Code: SPE & ISIN Code: ZAE000019162
("Spearhead")
Notice of scheme meeting of Spearhead debenture holders
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number 10508/06
Cape Town, 3 October 2006
Before The Honourable Justice E Moosa
In the ex parte application of -
SPEARHEAD PROPERTY HOLDINGS LIMITED Applicant
(Registration number 1996/005827/06)
Notice is hereby given that in terms of an Order of Court dated Tuesday, 3
October 2006 in the above matter, the High Court of South Africa (Cape Of
Good Hope Provincial 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"), David Thompson, or failing him Brent
Williams or failing him any other independent person nominated for that
purpose by Hofmeyr Herbstein & Gihwala Incorporated and approved by the
Court ("chairperson") to convene a meeting ("scheme meeting") of the
ordinary debenture holders of the Applicant registered as such by the close
of trade on the JSE Limited on Friday, 20 October 2006 or the date 2 (two)
business days prior to any adjourned meeting to be held at the registered
offices of the Applicant at 3rd Floor, The Spearhead, 42 Hans Strijdom
Avenue, Foreshore, Cape Town, 8001 at 10h30 (or 10 (ten) minutes after the
conclusion of the scheme meeting of the ordinary shareholders of the
Applicant) on Tuesday, 24 October 2006 or such adjourned date as determined
by the chairperson ("adjourned meeting"), for the purpose of considering
and, if deemed fit, agreeing to, with or without modification, the scheme
of arrangement (the "scheme") proposed by Redefine Income Fund Limited
("Redefine") between the Applicant and all the ordinary shareholders and
holders of its debentures of the Applicant ("scheme participants").
If the scheme is implemented and all of the conditions precedent to the
scheme are fulfilled, Redefine will acquire 100% of the linked units in the
Applicant and the listing of the Applicant"s linked units on the JSE
Limited will be terminated. Scheme participants will receive as
consideration for their linked units in the Applicant, at their election,
either linked units in Redefine ("consideration units") and/or cash
(provided that, in aggregate the cash payable will be limited to 50% of the
total consideration payable in terms of the scheme. Accordingly, scheme
participants who elect to receive cash in respect of more than 50% of their
linked units in the Applicant will only be accommodated on a prorata basis
if and to the extent that other scheme participants elect to receive
consideration units in respect of more that 50% of their linked units in
the Applicant). In the absence of an election, scheme participants will be
deemed to have elected to receive consideration units as opposed to cash.
Copies of this notice, the scheme, the explanatory statement in terms of
section 312 of the Act, the form of proxy and the Order of Court summoning
the scheme meeting are included in the document of which this notice forms
part and copies thereof may be inspected at and may, on request, be
obtained free of charge during normal business hours for at least 2 (two)
weeks prior to the date of the scheme meeting from the registered office of
the Applicant, at 3rd Floor, The Spearhead, 42 Hans Strijdom Avenue,
Foreshore, Cape Town, 8001 and at the offices of the Applicant"s sponsors,
being Bridge Capital (Proprietary) Limited, at 1st Floor, 22A The
Woodlands, Woodlands Drive, Woodmead, Sandton by any scheme participant..
Each scheme member registered as such at the close of business on Friday,
20 October 2006 (or the date 2 business days prior to an adjourned scheme
meeting) may attend, speak and vote in person at the scheme meeting or may
appoint any other person or persons (who need not be scheme members) as a
proxy to attend, speak and vote in such scheme member"s place.
The necessary form of proxy accompanies the aforesaid document. Additional
forms of proxy may be obtained on request from the Applicant"s registered
office at 3rd Floor, The Spearhead, 42 Hans Strijdom Avenue, Foreshore,
Cape Town, 8001.
Each signed form of proxy must be lodged with or posted to the Applicant"s
at its registered office or the Applicant"s transfer secretaries,
Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall
Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be
received not later than 10h30 on Friday, 20 October 2006 (or the date 2
business days prior to an adjourned scheme meeting), or handed to the
chairperson of the scheme meeting not later than 10 minutes before the time
for which the scheme meeting is convened.
Where there are joint holders of any scheme debentures any one of such
persons may vote at the scheme meeting in respect of such debentures as if
he was solely entitled thereto then, but if more than one of such joint
holders be present or represented at the scheme meeting, then the person
whose name stands first in the register in respect of such debentures 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 debentures.
In terms of the Order of Court dated Tuesday, 3 October 2006, the
chairperson of the scheme meeting must report the results thereof to the
Court on Tuesday, 31 October 2006 at 10h00 or on such later date and/or
time as Counsel for the Applicant may be heard. A copy of the chairperson"s
report to the Court will be available on request of and free of charge to
any scheme member, at the registered office of the Applicant during normal
business hours at the addresses referred to above, at least 4 (four)
calendar days prior to the date fixed by the Court for the chairperson to
report back to it.
The scheme and its implementation 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
DAVID THOMPSON
HOFMEYR HERBSTEIN & GIHWALA INCORPORATED
21st Floor, 2 Long Street
Cape Town
8001
Ref: Peter Hesseling / Charl Williams
Tel: (021) 405 6000
Fax: (021) 405 6199
BRIDGE CAPITAL ADVISORS (PROPRIETARY) LIMITED
1st Floor, 22A The Woodlands
Woodlands Drive
Woodmead,
Sandton, 2196
Reference: Pieter Veldtman
Tel: (011) 802 5271
Fax: (011) 802 5275
Date: 10/10/2006 05:24:04 PM Produced by the JSE SENS Department
