| Fri 16 Mar 2007, 8:02 | | NSX / ECO - Edcon - Notice of Ordinary Scheme Meet |
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ECO
ECO
NSX / ECO - Edcon - Notice of Ordinary Scheme Meeting
Edgars Consolidated Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
Share codes:
JSE: ECO
NSX: ECN
ISIN: ZAE000068649
("Edcon" or the "Company")
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 4995/07
JOHANNESBURG
Before the Honourable Judge van Oosten
In the ex parte application of:
EDGARS CONSOLIDATED STORES LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Tuesday, 13
March 2007, the High Court of South Africa (Witwatersrand Local Division) ("the
Court") has ordered, in accordance with the provisions of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), that a
meeting ("ordinary scheme meeting") of the ordinary shareholders of the
Applicant, other than United Retail Limited and the Edcon Staff Empowerment
Trust, registered as such at 17:00 on Thursday, 12 April 2007 or, if this
ordinary scheme meeting is adjourned, at 17:00 on the business day (i.e. any day
other than a Saturday, Sunday or official public holiday in South Africa) that
is 2 (two) business days before the date of such adjourned meeting ("ordinary
scheme members"), be held under the chairmanship of Mervyn Taback, or failing
him, Lourens van Staden or, failing both of them, any other independent person
nominated for that purpose by Werksmans Incorporated and approved by the Court
("chairperson"), at 09:00, on Monday, 16 April 2007 (or any adjourned date as
determined by the chairperson) at Edgardale, 1 Press Avenue, Crown Mines,
Johannesburg, 2092 for the purpose of considering and, if deemed fit, of
approving, with or without modification, the scheme of arrangement ("ordinary
scheme") proposed by Elephant Acquisition (BC) (Proprietary) Limited ("Newco")
between the Applicant and the ordinary shareholders of the Applicant, other
than United Retail Limited and the Edcon Staff Empowerment Trust, registered as
such on the record date for the ordinary scheme ("ordinary scheme
participants"); provided that the ordinary scheme meeting shall not be entitled
to agree to any modifications of the ordinary scheme which will have the effect
of diminishing the rights that are to accrue in terms thereof to ordinary
scheme participants.
The implementation of the ordinary scheme is subject to the fulfilment of the
conditions precedent stated therein including, but not limited to, the sanction
of the Court.
The basic characteristic of the ordinary scheme is that, upon implementation,
Newco will acquire all the issued ordinary shares of the Applicant, other than
the issued ordinary shares held by United Retail Limited and the "A" ordinary
shares held by the Edcon Staff Empowerment Trust, and will thereby acquire
control and ownership of the underlying assets and business of the Applicant.
In terms of the ordinary scheme, the ordinary scheme participants will receive
R46,00 ("ordinary scheme consideration") for each ordinary share in the
Applicant ("ordinary scheme share") held by such ordinary scheme participants
on the record date to receive the consideration in terms of the ordinary
scheme, which date is expected to be Friday, 4 May 2007.
Copies of this notice, the ordinary scheme, the explanatory statement in terms
of section 312(1)(a)(i) of the Companies Act, the form of proxy to be used at
the ordinary scheme meeting, the Order of Court authorising the convening of
the ordinary scheme meeting and a form of acceptance, surrender and transfer
shall be sent by the Applicant by pre-paid registered post at least 14
(fourteen) calendar days before the date of the ordinary scheme meeting to (a)
each ordinary shareholder whose name appears on the Applicant`s register and
sub-registers, to that ordinary shareholder`s address appearing in the register
and relevant sub-register (as the case may be); and (b) each person who is
beneficially entitled to ordinary shares in the Applicant, to that person`s
address identified by the Applicant`s transfer secretaries. The identification
of each such ordinary shareholder and person beneficially entitled to the
Applicant`s ordinary shares and their respective addresses shall be performed
by the Applicant`s transfer secretaries and shall take place as at 17:00 on the
day not more than 5 (five) business days before the date of posting. In
addition, copies may on request by the ordinary shareholders of the Applicant
during normal business hours be inspected or obtained free of charge, at any
time prior to the ordinary scheme meeting or any adjournment thereof, at the
registered office of the Applicant, at Edgardale, 1 Press Avenue, Crown Mines,
Johannesburg, 2092.
Each ordinary scheme member who holds certificated ordinary shares in the
Applicant ("certificated ordinary scheme member") or who holds dematerialised
ordinary shares in the Applicant through a Central Securities Depository
Participant ("CSDP") or broker with "own-name" registration ("dematerialised
own name ordinary scheme member") may attend, speak and vote in person at the
ordinary scheme meeting or any adjournment thereof, or may appoint any other
person or persons (who need not be shareholders of the Applicant) as a proxy or
proxies to attend, speak and vote, or abstain from voting at the ordinary
scheme meeting or any adjournment thereof in the place of such certificated
ordinary scheme member or dematerialised own name ordinary scheme member.
Each form of proxy should be completed and signed in accordance with the
instructions contained therein and lodged with or posted to the Applicant`s
transfer secretaries, Link Market Services South Africa (Proprietary) Limited,
11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000), so as
to be received by not later than 09:00 on Friday, 13 April 2007 or on the
business day immediately preceding any adjourned ordinary scheme meeting, or
handed to the chairperson no later than 10 (ten) minutes before the time for
which the ordinary scheme meeting has been convened.
Each ordinary scheme member who holds dematerialised ordinary shares in the
Applicant through a CSDP or broker, who wishes to attend, speak and vote at the
ordinary scheme meeting or adjourned ordinary scheme meeting, in person or by
proxy should: (a) timeously inform his CSDP or broker of his intention to
attend and vote in person at the ordinary scheme meeting or adjourned ordinary
scheme meeting or be represented by proxy thereat in order for the CSDP or
broker to issue him with the necessary authorisation to do so; or (b) timeously
provide his CSDP or broker with his voting instruction in terms of their
custody agreement should he not wish to attend the ordinary scheme meeting in
person, in order for the CSDP or broker to vote in accordance with his
instructions at the ordinary scheme meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the ordinary scheme meeting in respect of those
ordinary shares as if such joint holder was solely entitled thereto, but if
more than one of the joint holders is present or represented at the ordinary
scheme meeting, then the joint holder whose name appears first in the
Applicant`s register of members in respect of such ordinary shares (or his
proxy) will be entitled to vote in respect of those shares at the ordinary
scheme meeting. If more than one proxy is appointed on a single proxy, then
only one of these proxies (in order of appointment) will be entitled to
exercise that proxy.
In terms of the Order of Court, the chairperson must report the result thereof
to the Court on Tuesday, 24 April 2007 at 10:00 or so soon thereafter as
Counsel may be heard. A copy of the chairperson`s report to the Court will be
available, free of charge, to any ordinary scheme member on request, at the
registered office of the Applicant during normal business hours for at least 7
(seven) calendar days prior to Tuesday, 24 April 2007 or any extension of such
date.
Mervyn Taback
Chairperson of the ordinary scheme meeting
WERKSMANS INCORPORATED
Applicant`s Attorneys
155, 5th Street
Sandown
Sandton, 2196
Date: 16/03/2007 08:02:01 Produced by the JSE SENS Department.
