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PTG
PTG
PTG - Peermont Global - Peermont Global notice of scheme meeting
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2256/2007
Before the Honourable Mr Justice Malan
In the ex parte application of:
Peermont Global Limited
("Peermont Global" or the "Applicant")
(Incorporated in the Republic of South Africa)
(Registration number: 1995/004449/06)
Share code: PTG
ISIN number: ZAE000058053
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 14 February
2007, the High Court of South Africa Witwatersrand Local Division ("the Court")
has ordered that a meeting ("the scheme meeting") of shareholders of the
Applicant registered as such at 17h00 on the business day immediately preceding
the date of the undermentioned scheme meeting ("scheme members") be convened
under the chairmanship of Mervyn Taback or, failing him, Rupert Smith, or
failing him, any other independent person nominated for that purpose by the
Court, for the purpose of considering and, if deemed fit, agreeing, with or
without modification, to a scheme of arrangement ("the scheme") proposed by
Opalton Investments (Proprietary) Limited ("NewCo") between the Applicant and
its members (other than to the extent applicable and as detailed in the
undermentioned scheme, the Marang shareholders in respect of the excluded Marang
shares) ("the scheme participants"), provided that the scheme meeting shall not
be entitled to agree to any modification of the scheme which has the effect of
diminishing the rights to accrue in terms thereof to scheme participants.
The scheme meeting will be held at 09h00 on Monday, 12 March 2007, at Webber
Wentzel Bowens, 10 Fricker Road, Illovo, Gauteng, 2196 or any other adjourned
time or date determined or directed by the chairperson of the scheme meeting.
The implementation of the scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
scheme by the above Honourable Court.
The essence of the scheme of arrangement is that, upon its implementation, NewCo
will acquire all the issued ordinary shares of the Applicant (other than the
excluded Marang shares (as defined in the scheme) which will be acquired by
NewCo pursuant to a separate transaction) for a scheme consideration equal to
R12.90 (as adjusted in terms of the scheme) per share in the Applicant. The
Applicant will thereafter effectively become a wholly-owned subsidiary of NewCo
and its shares will be delisted from the JSE.
A copy of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act, No 61 of 1973, as amended ("the Companies Act"), explaining
the scheme, this notice, the form of proxy to be used at the scheme meeting and
any adjournment thereof and the Order of Court convening the scheme meeting are
included in the documents which will be sent to scheme members, and copies may,
on request by any scheme member, be inspected at, or obtained free of charge
during normal business hours up to and including the date of the scheme meeting
(or any adjournment thereof) from the registered office of the Applicant, at
Bridgeport House, Hampton Park, 20 Georgian Crescent East, Bryanston, 2021 or
from the Applicant`s Attorneys (whose address is at the foot of this notice).
Each scheme member who holds certificated ordinary share certificates in the
Applicant ("certificated scheme member") or who holds dematerialised ordinary
shares in the Applicant through a Central Securities Depository Participant
("CSDP") or broker and has selected own name registration ("dematerialised own
name scheme member"), may attend, speak and vote in person at the scheme
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 in the place of such
certificated scheme member or dematerialised own name scheme member. A form of
proxy (pink) for this purpose, for completion by certificated scheme members and
dematerialised own name scheme members only, 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 4 (four) business days before the date of such posting
and in respect of holders of dematerialised shares, at the addresses as notified
by STRATE to the Applicant`s transfer secretaries at the close of business not
more than 4 (four) business days before the date of such posting. If more than
1 (one) proxy is appointed on a single form of proxy, then only 1 (one) of those
proxies (in order of appointment) will be entitled to exercise that proxy. In
the case of joint certificated scheme members and joint dematerialised own name
scheme members, the vote of the senior certificated scheme member or senior
dematerialised own name scheme member (seniority will be determined by the order
in which the names of the joint certificated scheme members or joint
dematerialised own name scheme members stand in the Applicant`s register of
members) who tenders a vote (whether in person or by proxy) will be accepted to
the exclusion of the vote of the other joint certificated scheme member(s) or
joint dematerialised "own name" scheme member(s).
Properly completed forms of proxy must be lodged with or posted to Computershare
Investor Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg,
2001 (PO Box 61051, Marshalltown 2107) and received by not later than 24 (twenty
four) hours (excluding time during non-business days) before 09h00 on the date
on which the scheme meeting is held (or any adjournment thereof) or handed to
the chairperson of the scheme meeting no later than 10 minutes before the time
when the scheme meeting (or any adjournment thereof) is convened.
Notwithstanding the foregoing, the chairperson of the scheme meeting may approve
in his discretion the use of any other form of proxy.
Where there are joint holders of the Applicant`s shares, any one of such persons
may vote at the scheme meeting or adjourned meeting in respect of such shares as
if they are solely entitled thereto, but if more than 1 (one) of such joint
holders are present or represented at the scheme meeting or adjourned meeting,
the person whose name stands first in the Applicant`s share register in respect
of such shares or their proxy, as the case may be, shall alone be entitled to
vote in respect thereof.
Each person who holds a beneficial interest in dematerialised ordinary shares in
the Applicant ("the dematerialised scheme members") and has not selected own
name registration may attend, speak and vote in person at the scheme meeting or
adjourned meeting, only if such dematerialised scheme member informs its CSDP or
broker timeously of its intention to attend and vote at the scheme meeting or
adjourned meeting or be represented by proxy thereat, in order for its CSDP or
broker to issue it with the necessary authorisation to do so, or such
dematerialised scheme member provides its CSDP or broker timeously with its
voting instruction should such dematerialised scheme member not wish to attend
the scheme meeting or adjourned meeting in person in order for the CSDP or
broker to vote in accordance with its instruction at the scheme meeting or
adjourned meeting. The CSDP or broker will then provide Computershare Investor
Services 2004 (Proprietary) Limited with proxy forms in terms of each individual
dematerialised scheme member`s instruction.
Holders of ordinary shares (whether certificated or dematerialised) who hold
such shares through a nominee should timeously make the arrangements with that
nominee or, if applicable, CSDP or broker, to enable them to attend and vote at
the scheme meeting or to enable their votes in respect of their ordinary shares
in the Applicant to be cast at the scheme meeting by that nominee or a proxy or
a representative.
In terms of section 311(2)(b) of the Companies Act, the scheme requires the
approval at the scheme meeting or adjourned meeting of a majority representing
not less than three-fourths of the votes exercisable by scheme members present
and voting either in person or by proxy at the scheme meeting or adjourned
meeting.
The Order of Court requires the chairperson to report on the scheme meeting to
the Court at 10h00 or as soon thereafter as counsel may be heard, on Tuesday, 20
March 2007. During normal business hours for at least 1 (one) week prior to that
date, a free copy of the chairperson`s report to the Court will be available to
any scheme member at the chairperson`s office, c/o the Applicant`s attorneys,
whose address is given at the foot of this notice.
Copies of this notice, the form of proxy to be used at the scheme meeting, the
scheme, the explanatory statement in terms of section 312 of the Companies Act,
explaining the scheme and the Order of Court convening the scheme meeting may be
obtained on request, free of charge, from the Applicant at the time and places
mentioned below and will be 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 4 (four) business days before the date of
such posting and in respect of holders of dematerialised shares, at the
addresses as notified by STRATE to the Applicant`s transfer secretaries, such
names and addresses having been determined as at 17h00 not more than 4 (four)
business days before the date of such posting. Such documents may be inspected,
during normal business hours, up to and including, Tuesday, 20 March 2007, at
the offices of the Applicant at Bridgeport House, Hampton Park, 20 Georgian
Crescent East, Bryanston 2021, the offices of Computershare Investor Services
2004 (Proprietary) Limited as set out above and at the office of the
chairperson, c/o the Applicant`s attorneys, whose address is given at the foot
of this notice.
20 February 2007
Webber Wentzel Bowens
10 Fricker Road
Illovo, Johannesburg, 2196
Post Office Box 61771,
Marshalltown, 2107
Tel: (011) 530 5000
Fax: (011) 530 5111
DX 26, Johannesburg
Refer: Mr Colin du Toit
Date: 21/02/2007 07:05:00 Produced by the JSE SENS Department.
