| Mon 26 Mar 2007, 9:01 | | SNT/ SNM - Santam Limited - Order of Court |
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SNT
SNT
SNT/ SNM - Santam Limited - Order of Court
SANTAM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/001680/06)
JSE share code: SNT
NSX share code: SNM
ISIN: ZAE000006854
("Santam")
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number: 3367/07
on Friday 23 March 2007
In the ex parte application of:
SANTAM LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1918/001680/06)
Having read the documents filed and having considered the matter:
IT IS ORDERED THAT:
1. a meeting ("the scheme meeting") in terms of section 311(1) of the Companies
Act (Act 61 of 1973), as amended ("the Companies Act"), of the ordinary
shareholders of the Applicant (other than Guardian National Insurance Company
Limited) recorded in the register as such at 17:00 on Monday 23 April 2007 ("the
scheme members") be convened by the chairperson referred to in paragraph 2 of
this Order of Court ("this Order") to be held in the Auditorium, Santam Head
Office, 1 Sportica Crescent, Tyger Valley, Bellville, on Thursday 26 April 2007
at 10:00 or such later date as the Applicant`s board of directors may determine,
for the purpose of considering and, if deemed fit, agreeing, with or without
modification, to the scheme of arrangement ("the scheme") proposed by Central
Plaza Investments 112 (Proprietary) Limited between the Applicant and its
ordinary shareholders (other than Guardian National Insurance Company Limited)
substantially in the form attached to the founding affidavit in this matter;
2. Mr Marthinus Theunis Steyn (or failing him any other director of Deneys Reitz
Attorneys) be and is hereby appointed as chairperson of the scheme meeting ("the
chairperson");
3. the chairperson is authorised to:
3.1 convene the scheme meeting;
3.2 appoint scrutineers for the purpose of the scheme meeting;
3.3 determine the validity and acceptability of any proxy form submitted for use
at the scheme meeting and/or any adjournment thereof;
3.4 adjourn the scheme meeting from time to time if the chairperson considers it
necessary to do so; and
3.5 determine the procedure to be followed at the scheme meeting and any
adjournment thereof;
4. the Applicant shall cause a notice convening the scheme meeting
(substantially in the form contained in the papers before this Honourable Court)
to be published once in each of Business Day, Die Burger, Beeld and the
Government Gazette and in Namibia: Die Republikein and The Namibia, at least 14
(fourteen) calendar days before the date of the scheme meeting. The notice shall
state:
4.1 the basic characteristics of the scheme;
4.2 the time, date and venue of the scheme meeting;
4.3 that the scheme meeting has been convened in terms of this Order to consider
and, if deemed fit, to agree, with or without modification, to the scheme;
4.4 that a copy of this Order, the scheme and the explanatory statement in terms
of section 312(1) of the Companies Act may be inspected during normal business
hours at any time prior to the scheme meeting at the registered office of the
Applicant at 1 Sportica Crescent, Tyger Valley, Bellville, and at the office of
the Applicant`s attorneys at Cape Town, 5th Floor, The Foundry, Prestwich
Street, Green Point and at Johannesburg, 4th Floor, Jowell Glyn & Marais House,
72 Grayston Drive, Sandton; and
4.5 that a copy of this Order, the scheme and the explanatory statement in terms
of section 312(1) of the Companies Act may be obtained free of charge on request
during normal business hours by any scheme member at the places mentioned in
paragraph 4.4 of this Order;
5. copies of:
5.1 the scheme and the statements in terms of section 312(1) of the Companies
Act explaining the scheme substantially in the form of the scheme and statements
attached to the papers before this Honourable Court;
5.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court showing the time,
date and place of the scheme meeting;
5.3 the proxy form to be used at the scheme meeting (substantially in the form
of the proxy form attached to the papers before this Honourable Court);
and
5.4 this Order of Court,
shall be posted by the Applicant at least 14 (fourteen) calendar days before the
date of the scheme meeting to each of the ordinary shareholders of the Applicant
at their addresses as reflected in the Applicant`s register of members at the
close of business on a date not more than 5 (five) business days before the date
of such posting and in respect of holders of dematerialized shares, at the
addresses as notified by STRATE Limited to the Applicant`s transfer secretaries
on a date not more than 5 (five) business days before the date of such posting;
6. copies of:
6.1 the scheme and the statements in terms of section 312(1) of the Companies
Act substantially in the form of the scheme and the statements attached to the
papers before this Honourable Court;
6.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before this Honourable Court;
6.3 a proxy form substantially in the form of the proxy form attached to the
papers before this Court; and
6.4 this Order of Court,
shall lie for inspection at, and copies of these documents may be obtained free
of charge from the registered office of the Applicant and from the office of the
Applicant`s attorneys during normal business hours at the places mentioned in
paragraph 4.4 for at least 14 (fourteen) calendar days prior to the date of the
scheme meeting;
7. the date of posting of the documents referred to in paragraph 5 shall be
evidenced by an affidavit deposed by a representative of the Applicant duly
supported by post office or similar receipts;
8. the chairperson shall report by way of affidavit the results of the scheme
meeting to this Court on Monday 7 May 2007 at 10:00 or so soon thereafter as
Counsel may be heard;
9. the report required by this Court from the chairperson shall give details
of:
9.1 the number of scheme members present in person at the scheme meeting
(including those represented) and the number of shares held by them;
9.2 the number of scheme members represented by proxy at the scheme meeting and
the number of shares held by them together with information as to the numbers
represented by the chairperson in terms of proxies annexed to the scheme
documentation referred to in paragraph 6 above;
9.3 any proxies which have been disallowed;
9.4 all resolutions passed at the scheme meeting, with particulars of the number
of votes cast in favour of and against each such resolution and of any
abstentions, indicating in each case how many votes were cast by the chairperson
in terms of proxies which were annexed to the scheme documentation referred to
in paragraph 6 above;
9.5 all rulings made and directions given by the chairperson at the scheme
meeting;
9.6 the relevant portions of documents and reports submitted or tabled at the
scheme meeting which have a bearing on the merits or demerits of the scheme,
including copies thereof; and
9.7 the main points of any other proposals which were submitted to the scheme
meeting;
10. the Applicant shall arrange to make available at the places mentioned in
paragraph 4.4 (and the notice of the scheme meeting which is published and sent
to scheme members shall include a statement that it will be so available) a copy
of the chairperson`s report to this Court, free of charge, to any scheme member
on request, for at least 1 (one) week before the date fixed by this Court for
the chairperson to report back to it;
11. any scheme member wishing to vote by proxy should tender as his/her proxy
the proxy form referred to in paragraph 5.3 of this Order. The proxy form must
be completed and returned in accordance with the instructions therein to the
Applicant`s transfer secretaries, namely, Computershare Investor Services
2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on
Tuesday 24 April 2007;
12. scheme members who hold certificated ordinary shares in the Applicant or
dematerialised ordinary shares in the Applicant through a Central Securities
Depository Participant ("CSDP") or broker and have "own name" registration and
wish to vote by proxy, should tender as their proxy, the proxy form referred to
in paragraph 5.3 of this Order. In addition, a proxy form may be handed to the
chairperson up to 10 (ten) minutes before the scheme meeting is due to commence;
and
13. scheme members who hold shares in the Applicant which have been
dematerialised and are held on the sub-register, other than on an own name
registration basis, who wish to attend the scheme meeting or to vote by way of
proxy, must contact their CSDP, institutional depository or broker who will
furnish them with the necessary authority to attend the scheme meeting or to be
represented thereat by proxy. This must be done in terms of the agreement
between the member and his/her CSDP, institutional depository or broker.
By Order of the Court
Court Registrar
Attorneys to the Applicant
Jowell Glyn & Marais Inc.
5th Floor, The Foundry
Prestwich Street
Green Point, 8005
(PO Box 884, Green Point, 8151)
Ref: (Cape Town)
Roux van der Merwe
Tel: 021 417 3300
Ref: (Johannesburg)
Anastasia Maimonis
Tel: 011 292 6700
Date: 26/03/2007 09:01:51 Produced by the JSE SENS Department.
