| Mon 26 Feb 2007, 17:19 | | FSP - Freestone - Notice of scheme meeting of Free |
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FSP
FSP
FSP - Freestone - Notice of scheme meeting of Freestone debenture holders
Freestone Property Holdings Limited
(Registration No. 2001/011887/06)
Share Code: FSP ISIN Code: ZAE000060299
("Freestone")
NOTICE OF SCHEME MEETING OF FREESTONE DEBENTURE HOLDERS
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number 3175/07
Johannesburg, 26 February 2007
Before The Honourable Justice Boruchowitz
In the ex parte application of -
FREESTONE PROPERTY HOLDINGS LIMITED Applicant
(Registration number 2001/011887/06)
Notice is hereby given that in terms of an Order of Court dated Tuesday, 20
February 2007 in the above matter, the High Court of South Africa (Witwatersrand
Local Division) ("the court") has authorised, in accordance with the provisions
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act"), Neil Lazarus, or failing him, an independent person approved by the Court
prior to the date of the scheme meeting ("chairperson"), to convene a meeting
("scheme meeting") of the debenture holders of the Applicant registered as such
at the close of trade on the JSE Limited on Wednesday, 14 March 2007 or the date
2 (two) business days prior to any adjourned meeting to be held at the
registered office of the Applicant at Freestone Park, 135 Patricia Road, Sandton
at 10h30 (or 10 (ten) minutes after the conclusion of the scheme meeting of the
ordinary shareholders of the Applicant) on Monday, 19 March 2007 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 Emira
Property Fund ("Emira") between the Applicant and all the ordinary shareholders
and debenture holders of the Applicant ("scheme participants").
The basic characteristics of the scheme is that scheme participants will be
entitled to receive 0.9 participatory interests in Emira per Freestone linked
unit held or, at the election of each respective scheme participant, a cash
consideration (subject to a maximum of 20% of such scheme participant`s
Freestone linked units) of R8.20 per Freestone linked unit and the balance by
way of participatory interests in Emira.
Copies of this notice, the scheme, the explanatory statements in terms of
section 312 of the Act, the form of proxy, the form of surrender and the Order
of Court summoning the scheme meeting are included in the circular which will be
sent to the debenture holders of the Applicant on or about 2 March 2007 and form
part thereof and copies thereof may be inspected at and may, on request, be
obtained free of charge during normal business hours for at least two (2) weeks
prior to the date of the scheme meeting from the registered office of the
Applicant, at Freestone Park, 135 Patricia Road, Sandton and at the office of
the Applicant`s sponsor, being Java Capital (Proprietary) Limited, 2 Arnold
Road, Rosebank by any scheme member.
Each scheme member registered as such at the close of business on Wednesday, 14
March 2007 (or the date two (2) business days prior to the 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 is included in the circular which will be sent to
all the debenture holders of the Applicant. Additional forms of proxy may be
obtained on request from the Applicant`s registered office at Freestone Park,
135 Patricia Road, Sandton.
Each signed form of proxy must be lodged with or posted to the Applicant 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
Thursday, 15 March 2007 (or the date 2 business days prior to the adjourned
scheme meeting), or handed to the chairperson of the scheme meeting not later
than 10 (ten) minutes before the time for which the scheme meeting is convened.
Where there are joint holders of any debentures any one of such persons may vote
at the scheme meeting in respect of such debentures as if he was solely entitled
thereto, 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, 20 February 2007, the chairperson
of the scheme meeting must report the results thereof to the Court on Tuesday,
27 March 2007 at 10h00 or so soon thereafter 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 7 (seven) 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.
NEIL LAZARUS
Chairperson of the scheme meeting
HOFMEYR HERBSTEIN & GIHWALA JAVA CAPITAL (PROPRIETARY) LIMITED
INCORPORATED 2ND Floor, 2 Arnold Road
6 Sandown Valley Crescent Rosebank
Sandown 2196
Sandton Reference: David Herr / Imraan Suleman
2196 Tel: (011) 283 0020
Ref: Andre de Lange / Charles Fax: (011) 283 0065
Ancer
Tel: (011) 286 1100
Fax: (011) 286 1258
Date: 26/02/2007 17:19:57 Produced by the JSE SENS Department.
