| Fri 16 Mar 2007, 8:05 | | ECO - Edcon - Order of Court |
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ECO
ECO
ECO - Edcon - Order of Court
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: 4994/07
JOHANNESBURG, TUESDAY, 13 MARCH 2007
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)
Upon the motion of Counsel for the Applicant and upon reading the notice of
motion and other documents filed of record:
IT IS ORDERED THAT:
1. A meeting ("the preference scheme meeting") in terms of section 311(1)
of the Companies Act, 1973 ("the Companies Act") of the preference shareholders
of the Applicant registered as such at 17:00 on Thursday, 12 April 2007, or if
the preference scheme meeting is adjourned at 17:00 on the business day (i.e.
any
day other than Saturday, Sunday or official public holiday in South Africa)
that is 2 (two) business days before the date of such adjourned meeting ("the
preference scheme members"), be convened under the chairmanship of the
chairperson referred to in paragraph 2 of this Order of Court ("Order"), to be
held at 10:00 (or so soon thereafter as the scheme meeting of the Applicant`s
ordinary shareholders convened to be held at 09:00 on the same date has been
concluded) on Monday, 16 April 2007 (or any adjourned date as determined by the
chairperson) ("adjourned meeting"), at Edgardale, 1 Press Avenue, Crown Mines,
Johannesburg, 2092 for the purpose of considering and, if deemed fit, approving
with or without modification, the preference scheme proposed by Elephant
Acquisition (BC) (Proprietary) Limited between the Applicant and the preference
shareholders of the Applicant, registered as such on the record date for the
preference scheme ("preference scheme participants"), substantially in the form
of the preference scheme attached to the application in respect of which this
Order is given ("the preference scheme") provided that the preference scheme
meeting shall not be entitled to agree to any modification of the preference
scheme which will have the effect of diminishing the rights to accrue in terms
thereof to preference scheme participants;
2. 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 this Court, be and is hereby appointed as
chairperson of the preference scheme meeting ("chairperson");
3. The chairperson is authorised to:
3.1 procure the publication of the notice of preference scheme meeting;
3.2 procure dispatch of the relevant document in connection with the
preference scheme;
3.3 convene the preference scheme meeting;
3.4 adjourn the preference scheme meeting from time to time if the chairperson
considers it necessary or desirable to do so;
3.5 appoint one or more scrutineers for the purpose of the preference scheme
meeting or any adjournment thereof;
3.6 determine:
3.6.1 the validity and acceptability of forms of proxy submitted for use at
the preference scheme meeting and/or any adjournment thereof; and
3.6.2 the procedure to be followed at the preference scheme meeting and/or any
adjournment thereof;
3.7 accept the forms of proxy handed to him by not later than 10 (ten)
minutes before the preference scheme meeting is due to commence or recommence
after any adjournment;
4. The Applicant shall cause a notice convening the preference scheme
meeting (substantially in the form attached to the papers before the Court) to
be published once in each of the Government Gazette, Business Day, Sunday
Times, Die Beeld and Rapport in South Africa, at least 14 (fourteen) calendar
days before the date of the preference scheme meeting. The said notice shall
state:
4.1 the time, date and venue of the preference scheme meeting;
4.2 that the preference scheme meeting has been convened in terms of this
Order to consider and, if deemed fit, approve, with or without modification,
the preference scheme;
4.3 that a copy of this Order, the preference scheme and the statement in
terms of section 312(1) of the Companies Act may be inspected free of charge
during normal business hours at any time prior to the preference scheme
meeting at the registered office of the Applicant at Edgardale, 1 Press
Avenue, Crown Mines, Johannesburg, 2092;
4.4 that a copy of this Order, the preference scheme and the statement in
terms of section 312(1) of the Companies Act may be obtained free of charge on
request during normal business hours at any time prior to the preference
scheme meeting at the address given in paragraph 4.3 above; and
4.5 the basic characteristics of the preference scheme;
5. Copies of:
5.1 the preference scheme and the statement in terms of section 312(1) of
the Companies Act, substantially in the form of the preference scheme and the
statement attached to the papers before the Court;
5.2 the notice convening the preference scheme meeting, substantially, in
the form of the notice attached to the papers before the Court, stating the
time, date and place of the preference scheme meeting;
5.3 the form of proxy to be used at the preference scheme meeting,
substantially in the form of the form of proxy attached to the papers before
the Court; and
5.4 this Order,
shall be sent by the Applicant by pre-paid registered post at least 14
(fourteen) calendar days before the date of the preference scheme meeting to:
5.4.1 each preference shareholder of the Applicant whose name appears:
5.4.1.1 on the Applicant`s register and whose name and address is
identified by the transfer secretaries of the Applicant (the "Transfer
Secretaries"); and
5.4.1.2 on each of the Applicant`s sub-registers (as administered by a
Central Securities Depository Participant ("CSDP")), and whose name and address
on such sub-register is identified to the Transfer Secretaries by STRATE
Limited ("STRATE") after enquiry by the Transfer Secretaries via STRATE (in
terms of the statutory rules and regulations governing dematerialised shares),
to that preference shareholder`s address appearing in the register and relevant
sub-register (as the case may be); and
5.4.2 each person whose name and address is identified to the Transfer
Secretaries by STRATE (after enquiry by STRATE (in terms of the statutory rules
and regulations governing dematerialised shares) of the relevant CSDPs and
broking members (equities) of the JSE whose nominee companies hold
dematerialised shares on behalf of a beneficial owner) as being a person who is
beneficially entitled to preference shares in the Applicant and to whom such
relevant CSDPs and JSE broking members are obliged by statute, regulation,
agreement or otherwise to procure such posting, to that person`s address so
identified to the Transfer Secretaries by STRATE;
6. The identification of each such preference shareholder and person
beneficially entitled to the Applicant`s preference shares and their respective
addresses referred to in paragraph 5.4 shall take place at 17:00 on the day not
more than 5 (five) business days before the date of posting;
7. A copy of the documents referred to in paragraph 5 above shall lie for
inspection at the registered office of the Applicant at Edgardale, 1 Press
Avenue, Crown Mines, Johannesburg, 2092 during normal business hours for at
least 14 (fourteen) calendar days prior to the date of the preference scheme
meeting;
8. The chairperson shall report the results of the preference scheme
meeting to the Court on Tuesday, 24 April 2007 at 10:00 or so soon thereafter
as Counsel may be heard;
9. The report required by the Court from the chairperson shall give details
of:
9.1 the number of the preference scheme members present in person (including
those represented) at the preference scheme meeting and any adjournment thereof
and the number of preference shares held by them;
9.2 the number of the preference scheme members represented by proxy at the
preference scheme meeting and any adjournment thereof and the number of
preference shares held by them, together with information as to the number
represented by the chairperson in terms of proxies;
9.3 the number of preference scheme shares held by all preference scheme
members;
9.4 any proxies which have been disallowed;
9.5 all resolutions passed at the meeting and any adjournment thereof with
particulars of the number of votes cast in favour of and against each such
resolution and of any abstentions, indicating how many votes were cast by the
chairperson in terms of proxies;
9.6 all rulings made and directions given by the chairperson at the
preference scheme meeting and any adjournment thereof;
9.7 the relevant portions of documents and reports submitted or tabled at
the preference scheme meeting and any adjournment thereof which bear on the
merits or demerits of the preference scheme, including copies thereof; and
9.8 the main points of any other proposals which were submitted to the
preference scheme meeting and any adjournment thereof;
10. The Applicant shall arrange to make available at the place mentioned in
paragraph 4.3 (and the notice of the preference scheme meeting and any
adjournment thereof which is published and/or sent to the preference
shareholders of the Applicant shall include a statement that it will be so
available) a copy of the chairperson`s report to the Court, free of charge, to
any preference scheme members on request during normal business hours, for at
least 7 (seven) calendar days before the date, or any extension of such date,
fixed by the Court for the chairperson to report back to it, which is expected
to be Tuesday, 24 April 2007;
11. Each preference scheme member who holds certificated preference shares
in the Applicant or dematerialised preference shares in the Applicant through a
CSDP or broker with "own-name" registration and who wishes to vote by proxy at
the preference scheme meeting, should complete and sign the form of proxy
(referred to in paragraph 5.3 above) in accordance with the instructions
contained therein and post such form of proxy to, or lodge it with, the
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 10:00 on Friday, 13 April 2007.
Alternatively, the form of proxy may be handed to the chairperson of the
preference scheme meeting by not later than 10 (ten) minutes before the time
for which the preference scheme meeting or any adjournment thereof has been
convened; and
12. Each preference scheme member who holds dematerialised shares in the
Applicant through a CSDP or broker and who does not have "own-name"
registration who wishes to attend and vote at the preference 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 preference 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 preference scheme meeting in person, in order for the
CSDP or broker to vote in accordance with his instructions at the preference
scheme meeting.
BY ORDER OF THE COURT
REGISTRAR
WERKSMANS INCORPORATED
Applicant`s Attorneys
155, 5th Street
Sandown
Sandton, 2196
OR
Suite 1714 - 17th Floor, Marble Towers
208 - 212 Jeppe Street
Johannesburg
Private Bag 10015
Sandton, 2146
TEL: (011) 535-8000
FAX: (011) 535-8600
REF: Mr K Trudgeon/Mr S Teichner
Date: 16/03/2007 08:05:02 Produced by the JSE SENS Department.
