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ABU - a.b.e. Construction Chemicals Limited - Notice of scheme meeting
a.b.e. Construction Chemicals Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1982/005383/06
Share Code: ABU ISIN: ZAE000102059
NOTICE OF SCHEME MEETING
Case number: 8604/2010
In the KwaZulu-Natal High Court
In the ex parte application of
Applicant
a.b.e. Construction Chemicals Limited
(Incorporated in the Republic of South Africa)
(Registration number 1982/005383/06)
Notice is hereby given that, in terms of an Order of Court dated Tuesday , 27
July 2010, in the above matter, the KwaZulu-Natal High Court ("the Court") has
ordered that a meeting ("scheme meeting") in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), of the
ordinary shareholders of the Applicant, recorded in the register of the
Applicant at the close of business on Wednesday, 18 August 2010 ("the scheme
members"), be held under the chairpersonship of Phillip Vallet or, failing him ,
Costas Carides o r failing both of them, any other independent person nominated
for that purpose by Bowman Gilfillan Inc. and approved by the above Honourable
Court ("chairperson"), for the purpose of considering and, if deemed fit,
approving, with or without modification, the scheme of arrangement ("the
scheme") proposed by Chryso Southern Africa (Proprietary) Limited ("Chryso")
between the Applicant and its ordinary shareholders, provided that the scheme
members at the scheme meeting shall not be entitled to agree to any modification
of the scheme that has the effect of diminishing the rights that are to accrue
to scheme participants in terms of the scheme.
The scheme meeting will be held at 09:30 on Monday, 23 August 2010 (or any
adjourned date as determined by the chairperson ("adjourned meeting")) at the
offices of Bowman Gilfillan Inc., 165 West Street, Sandton.
The scheme is subject to the fulfilment of the conditions precedent stated in
the scheme, one of such conditions being the sanctioning of the scheme by the
above Honourable Court.
The essence of the scheme is that, upon implementation, Chryso will acquire from
each scheme participant all of the ordinary shares held by such scheme
participant on the consideration record date of the scheme. This will result in
Chryso acquiring all of the Applicant ordinary shares. Scheme participants will
receive R2.00 in cash for every scheme share acquired by Chryso pursuant to the
scheme.
A copy of this notice, the scheme, the explanatory statement in terms of section
312(1) of the Companies Act explaining the scheme, the form of proxy for use at
the scheme meeting or any adjourned meeting and the Order of Court convening the
scheme meeting, are included in the document of which this notice forms part and
which has been sent to ordinary shareholders of the Applicant, and copies may,
on request by any ordinary shareholder of the Applicant, be inspected at or
obtained free of charge from the registered office of the Applicant at 7 Wilcox
Road, Isipingo, KwaZulu -Natal, 4110 and the Johannesburg office of abe`s
designated adviser, being PSG Capital (Proprietary) Limited at Ground Floor, DM
Kisch House, Inanda Greens Business Park, 4 Wierda Road West, Wierda Valley,
Sandton, 2196, during normal business hours from Friday, 30 July 2010 until the
date of the scheme meeting.
Scheme members who hold certificated ordinary shares in the Applicant and scheme
members who hold dematerialised ordinary shares in the Applicant through a
Central Securities Depository Participant ("CSDP") or broker in "own name"
registration form may attend, speak and vote in person at the scheme meeting or
any adjourned meeting, or may appoint one or more proxies (who need not be
members of the Applicant) to attend, speak and vote at the scheme meeting or any
adjourned meeting in the place of such members. A form of proxy for this
purpose is included in the document which has been posted to all holders of
ordinary shares in the Applicant at their addresses as recorded in the register
of members of the Applicant at the close of business not more than 4 (four)
calendar days before the day of such posting.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107) to be received by no later than 09:30 on
Thursday, 19 August 2010 or 48 hours prior to any adjourned meeting, provided
that Saturdays, Sundays and public holidays shall not be taken into account in
calculating the period of 48 hours or handed to the chairperson no later than 10
(ten) minutes before the scheme meeting or adjourned meeting is due to commence.
Notwithstanding the aforegoing, the chairperson may approve in his discretion
the use of any other form of proxy.
Shareholders who hold dematerialised ordinary shares in the Applicant through a
CSDP or broker not in "own name" registration form who wish to attend and vote
at the scheme meeting or any adjourned meeting should timeously inform their
CSDPs or brokers of their intention to attend and vote at the scheme meeting or
any adjourned meeting in order for their CSDPs or brokers to issue them with the
necessary letter of representation to attend and vote at the scheme meeting, or
should they not wish to attend the scheme meeting or adjourned meeting in
person, they should timeously provide their CSDPs or brokers with their voting
instructions in order for their votes to be represented at the scheme meeting or
any adjourned meeting.
Where there are joint holders of the Applicant`s ordinary shares, any one of
such persons may vote at the scheme meeting or any adjourned meeting in respect
of such shares as if he was solely entitled thereto, but if more than one of
such joint holders be present or represented at the scheme meeting or any
adjourned meeting, that one of such persons whose name stands first in the
Applicant`s share register in respect of such shares or his proxy, as the case
may be, shall alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting is required to report the results thereof to the above Honourable Court
at 09:30 or so soon thereafter as Counsel may be heard on Tuesday , 7 September
2010. A copy of the chairperson`s report to the Court will be available to any
ordinary shareholder of the Applicant on request free of charge at the
registered office of the Applicant, at 7 Wilcox Road, Isipingo, KwaZulu -Natal,
4110, and at the offices of the designated adviser, being PSG Capital
(Proprietary) Limited at Ground Floor, DM Kisch House, Inanda Greens Business
Park, 4 Wierda Road West, Wierda Valley, Sandton, 2196, during normal business
hours from Tuesday, 24 August 2010 until the date fixed by the Court for the
chairperson to report back to it. If the scheme meeting is adjourned, a copy of
the chairperson`s report to the Court will be available for at least 7 (seven)
calendar days before the date on which the chairperson is required to report
back to the Court.
Chairperson of the scheme meeting
Phillip Vallet
Applicant`s attorneys
Bowman Gilfillan Inc.
165 West Street
Sandton, 2196
(PO Box 785812, Sandton, 2146)
Ref: Rudolph du Plessis
30 July 2010
Designated Advisor: PSG Capital (Proprietary) Limited
Legal advisors to a.b.e.: Prinsloo, Tindle & Andropoulos Inc.
Legal advisors to Chryso: Bowman Gilfillan Inc.
Date: 30/07/2010 07:05:02 Supplied by www.sharenet.co.za
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