| Fri 16 Mar 2007, 8:03 | | ECO - Edgars Consolidated Stores Limited - Notice |
|
ECO
ECO
ECO - Edgars Consolidated Stores Limited - Notice Of Preference Scheme Meeting
NOTICE OF PREFERENCE SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 4994/07
JOHANNESBURG
Before the Honourable Judge van Oosten
In the ex parte application of:
EDGARS CONSOLIDATED STORES LIMITED Applicant
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")
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 ("preference scheme meeting") of the preference shareholders of the
Applicant registered as such at 17:00 on Thursday, 12 April 2007 or, if this
preference 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
("preference 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 10:00 (or so soon thereafter as the
scheme meeting of Edcon 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) 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 ("preference
scheme") proposed by Elephant Acquisition (BC) (Proprietary) Limited ("Newco")
between the Applicant and the preference shareholders of the Applicant
registered as such on the record date for the preference scheme ("preference
scheme participants"); provided that the preference scheme meeting shall not be
entitled to agree to any modifications of the preference scheme which will have
the effect of diminishing the rights that are to accrue in terms thereof to
preference scheme participants.
The implementation of the preference 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 preference scheme is that, upon implementation,
Newco will acquire all the issued preference shares of the Applicant. In terms
of the preference scheme, the preference scheme participants will receive R2,00
("preference scheme consideration") for each preference share in the Applicant
("preference scheme share") held by such preference scheme participants on the
record date to receive the consideration in terms of the preference scheme,
which date is expected to be Friday, 4 May 2007.
Copies of this notice, the preference 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 preference scheme meeting, the Order of Court authorising the
convening of the preference 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 preference scheme
meeting to (a) each preference shareholder whose name appears on the
Applicant`s register and sub-registers, to that preference 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 preference shares in
the Applicant, to that person`s address identified by the Applicant`s transfer
secretaries. The identification of each such preference shareholder and person
beneficially entitled to the Applicant`s preference 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 preference
shareholders of the Applicant during normal business hours be inspected or
obtained free of charge, at any time prior to the preference scheme meeting or
any adjournment thereof, at the registered office of the Applicant, at
Edgardale, 1 Press Avenue, Crown Mines, Johannesburg, 2092.
Each preference scheme member who holds certificated preference shares in the
Applicant ("certificated preference scheme member") or who holds dematerialised
preference shares in the Applicant through a Central Securities Depository
Participant ("CSDP") or broker with "own-name" registration ("dematerialised
own name preference scheme member") may attend, speak and vote in person at the
preference 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 preference
scheme meeting or any adjournment thereof in the place of such certificated
preference scheme member or dematerialised own name preference 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 10:00 on Friday, 13 April 2007 or on the
business day immediately preceding any adjourned preference scheme meeting, or
handed to the chairperson no later than ten minutes before the time for which
the preference scheme meeting has been convened.
Each preference scheme member who holds dematerialised preference shares in the
Applicant through a CSDP or broker, who wishes to attend, speak and vote at the
preference scheme meeting or adjourned 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 adjourned
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.
Where there are joint holders of the Applicant`s preference shares, any one of
such persons may vote at the preference scheme meeting in respect of those
preference 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 preference
scheme meeting, then the joint holder whose name appears first in the
Applicant`s register of members in respect of such preference shares (or his
proxy) will be entitled to vote in respect of those shares at the preference
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 preference 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 preference scheme meeting
WERKSMANS INCORPORATED
Applicant`s Attorneys
155, 5th Street
Sandown
Sandton, 2196
Date: 16/03/2007 08:03:00 Produced by the JSE SENS Department.
