| Tue 10 Oct 2006, 17:22 | | Spearhead - Notice of scheme meeting of Spearhead |
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SPE
SPE
Spearhead - Notice of scheme meeting of Spearhead shareholders
Spearhead Property Holdings Limited
(Registration No. 1996/005827/06)
Share Code: SPE & ISIN Code: ZAE000019162
("Spearhead")
Notice of scheme meeting of Spearhead shareholders
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 shareholders 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 10h00 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 debenture holders 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
registered office or the Applicant"s transfer secretary, Computershare
Investor Services 2004 (Proprietary) Limited, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received not
later than 10h00 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 linked units any one of such
persons may vote at the scheme meeting in respect of such shares 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 shares 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 shares.
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 are 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 BRIDGE CAPITAL ADVISORS
INCORPORATED (PROPRIETARY) LIMITED
21st Floor, 2 Long Street 1st Floor, 22A The Woodlands
Cape Town Woodlands Drive
8001 Woodmead,
Ref: Peter Hesseling / Charl Sandton, 2196
Williams Reference: Pieter Veldtman
Tel: (021) 405 6000 Tel: (011) 802 5271
Fax: (021) 405 6199 Fax: (011) 802 5275
Date: 10/10/2006 05:22:08 PM Produced by the JSE SENS Department
