| Fri 16 Mar 2007, 8:04 | | NSX / ECO - Edcon - Order Of Court |
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ECO
ECO
NSX / ECO - Edcon - Order Of Court
Edgars Consolidated Stores Limited
("Edcon")
(Registration number 1946/022751/06)
(Incorporated in the Republic of South Africa)
ISIN: ZAE000068649
Share Codes:
JSE: ECO
NSX: ECN
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 4995/07
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 ordinary scheme meeting") in terms of section 311(1) of
the Companies Act, 1973 ("the Companies Act") 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 the
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 ("the
ordinary 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 09:00 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 ordinary scheme proposed by
Elephant Acquisition (BC) (Proprietary) Limited 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"), substantially in the form
of the ordinary scheme attached to the application in respect of which this
Order is given ("the ordinary scheme") provided that the ordinary scheme
meeting shall not be entitled to agree to any modification of the ordinary
scheme which will have the effect of diminishing the rights to accrue in terms
thereof to ordinary 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 ordinary scheme meeting ("chairperson");
3. The chairperson is authorised to:
3.1 procure the publication of the notice of ordinary scheme meeting;
3.2 procure dispatch of the relevant document in connection with the ordinary
scheme;
3.3 convene the ordinary scheme meeting;
3.4 adjourn the ordinary 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 ordinary 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 ordinary scheme meeting and/or any adjournment thereof; and
3.6.2 the procedure to be followed at the ordinary scheme meeting and/or any
adjournment thereof;
3.7 accept the forms of proxy handed to the chairperson by not later than 10
(ten) minutes before the ordinary scheme meeting is due to commence or
recommence after any adjournment;
4. The Applicant shall cause a notice convening the ordinary 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 ordinary scheme meeting. The said notice shall state:
4.1 the time, date and venue of the ordinary scheme meeting;
4.2 that the ordinary scheme meeting has been convened in terms of
this Order to consider and, if deemed fit, approve, with or without
modification, the ordinary scheme;
4.3 that a copy of this Order, the ordinary 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 ordinary 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 ordinary 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 ordinary
scheme meeting at the address given in paragraph 4.3 above; and
4.5 the basic characteristics of the ordinary scheme;
5. Copies of:
5.1 the ordinary scheme and the statement in terms of section 312(1)
of the Companies Act, substantially in the form of the ordinary scheme and the
statement attached to the papers before the Court;
5.2 the notice convening the ordinary scheme meeting, substantially,
in the form of the notice attached to the papers before the Court, stating the
time, date and place of the ordinary scheme meeting;
5.3 the form of proxy to be used at the ordinary 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 ordinary scheme meeting to:
5.4.1 each ordinary 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 ordinary 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 ordinary 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 ordinary shareholder and person
beneficially entitled to the Applicant`s ordinary shares and their respective
addresses referred to in paragraph 5.4 shall take place as 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 ordinary scheme
meeting;
8. The chairperson shall report the results of the ordinary 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 ordinary scheme members present in person
(including those represented) at the ordinary scheme meeting and any
adjournment thereof and the number of ordinary shares held by them;
9.2 the number of the ordinary scheme members represented by proxy at
the ordinary scheme meeting and any adjournment thereof and the number of
ordinary shares held by them, together with information as to the number
represented by the chairperson in terms of proxies;
9.3 the number of ordinary scheme shares held by all ordinary 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 ordinary
scheme meeting and any adjournment thereof;
9.7 the relevant portions of documents and reports submitted or tabled
at the ordinary scheme meeting and any adjournment thereof which bear on the
merits or demerits of the ordinary scheme, including copies thereof; and
9.8 the main points of any other proposals which were submitted to the
ordinary 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 ordinary scheme meeting and any
adjournment thereof which is published and/or sent to the ordinary 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 ordinary
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 ordinary scheme member who holds certificated ordinary shares in
the Applicant or dematerialised ordinary shares in the Applicant through a CSDP
or broker with "own-name" registration and who wishes to vote by proxy at the
ordinary scheme meeting, should complete and sign the form of proxy (referred
to in 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
09:00 on Friday, 13 April 2007. Alternatively, the form of proxy may be handed
to the chairperson of the ordinary scheme meeting by not later than 10 (ten)
minutes before the time for which the ordinary scheme meeting or any
adjournment thereof has been convened; and
12. Each ordinary 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 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 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.
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, 2001
Private Bag 10015
Sandton, 2146
TEL: (011) 535-8000
FAX: (011) 535-8600
REF: Mr K Trudgeon/Mr S Teichner
Date: 16/03/2007 08:04:00 Produced by the JSE SENS Department.
