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MVL/NHM - Mvelaphanda Resources Limited/Northam Platinum Limited - Notice of
scheme meeting
Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1980/001395/06)
Share Code: MVL
ISIN: ZAE000050266
("Mvela Resources")
Northam Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1977/003282/06)
Share Code: NHM
ISIN: ZAE000030912
("Northam")
NOTICE OF SCHEME MEETING
In the South Gauteng High Court Case. No. 11/06005
(Johannesburg)
In the ex parte application of -
Mvelaphanda Resources Limited Applicant
(Incorporated in the Republic of
South Africa)
(Registration number
1980/001395/06)
Under authority of an Order of Court issued in the above matter on Wednesday, 16
February 2011, the South Gauteng High Court, Johannesburg ("Court") has ordered
that a meeting ("scheme meeting") be convened, and this notice serves to convene
the scheme meeting, in terms of section 311 of the Companies Act No 61 of 1973
as amended ("Companies Act"), of the holders of ordinary shares in the capital
of the Applicant ("ordinary shares"), recorded in the register of the Applicant
on the scheme voting record date, which is expected to be the close of business
on Thursday, 10 March 2011 ("scheme members").
The scheme meeting will be held in Room U2, Hackle Brooke, 110 Conrad Drive,
corner of Jan Smuts Avenue and Conrad Drive, Craighall Park, Johannesburg, on
Monday, 14 March 2011 at the later of 10:30, or 10 (ten) minutes after the
conclusion, postponement or adjournment of the general meeting of the
Applicant`s shareholders (which has been convened to be held at on the same date
and at the same place as the scheme meeting), (or any adjourned or postponed
date and time as determined by the chairperson ("adjourned meeting")). The
scheme meeting will be held under the chairmanship of Advocate Arnold Subel SC
(or, failing him, Leonard Neal Harris SC) ("chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, agree, with
or without modification, to the scheme of arrangement ("scheme") proposed by
Northam Platinum Limited ("Northam") between the Applicant and the holders of
ordinary shares; provided that no modification made after voting at the scheme
meeting may have the effect of diminishing the rights which accrue to scheme
participants in terms of the scheme. Scheme participants are holders of ordinary
shares recorded in the register of the Applicant on the scheme consideration
record date, which is expected to be the close of business on Friday, 13 May
2011.
The scheme is subject to the fulfilment or, if applicable, waiver of the
conditions precedent stated in the scheme, one of which is the sanctioning
thereof by the above Honourable Court.
The basic characteristic of the scheme is that, if the conditions precedent
thereto are fulfilled or waived, Northam will acquire the entire issued ordinary
share capital of the Applicant. In terms of the scheme, each scheme participant
will receive 9.5980 ordinary shares in the capital of Northam in consideration
of each 100 ordinary shares in the capital of the Applicant.
Copies 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 ("circular") of which this notice
forms part. Copies thereof may, on request, be inspected free of charge by any
holder of ordinary shares, or by a person named by a Central Securities
Depository Participant ("participant") administering sub-registers of the
Applicant as being a beneficial owner of ordinary shares, at, or obtained by any
such holder or beneficial owner, free of charge, from, the office of the
Applicant, Ground Floor, 1A Albury Park, Magalieszicht Avenue, Dunkeld West,
Johannesburg, 2196 ("Applicant`s office") or the office of JP Morgan Equities
Limited, 1 Fricker Road, Illovo, Johannesburg 2196, for at least 14 (fourteen)
calendar days before the date of the scheme meeting during normal business
hours.
Scheme members who hold certificated ordinary shares and scheme members who hold
dematerialised ordinary shares 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 holders of ordinary shares) 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
circular.
The circular is being posted to registered holders of ordinary shares in the
capital of the Applicant as recorded in the register of the Applicant, and to
persons named by participants administering sub-registers of the Applicant as
being beneficial owners of ordinary shares, at the close of business on a date
or dates not more than 7 (seven) calendar days before the date of such posting
(at the addresses reflected in the register of the Applicant and the record of
the participants).
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services
(Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), to be received by no later than 10:30 on Friday, 11 March
2011 in respect of the scheme meeting, or 10:30 on the business day immediately
preceding any adjourned meeting, 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.
Beneficial owners of dematerialised ordinary shares held through a participant
or broker without "own-name" registration who wish (or wish a proxy) to attend
and vote at the scheme meeting or any adjourned meeting should timeously inform
their participants or brokers of their intention to attend and vote at the
scheme meeting or any adjourned meeting (or for a proxy to attend and vote on
their behalf) in order for their participants or brokers to issue them or their
proxy with the necessary letter of representation to attend and vote at the
scheme meeting or any adjourned meeting, or should they not wish to attend the
scheme meeting or any adjourned meeting in person or by proxy, they should
timeously provide their participants or brokers with their voting instructions.
Where there are joint holders of 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 were 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 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 is required to
report the results of the scheme meeting to the above Honourable Court at 10:00
or so soon thereafter as Counsel may be heard on Tuesday, 29 March 2011. A copy
of the chairperson`s report to the Court will be available to be inspected by
any holder of ordinary shares in the capital of the Applicant and any person
named by a participant administering sub-registers of the Applicant as being a
beneficial owner of ordinary shares, on request, free of charge, at the
Applicant`s office, and at the office of JP Morgan Equities Limited, 1 Fricker
Road, Illovo, Johannesburg 2196, during normal business hours for at least 7
(seven) calendar days before the date fixed by the Court for the chairperson to
report back to it.
Chairperson of the scheme meeting
Advocate Arnold Subel SC
Bowman Gilfillan Inc.
Applicant`s Attorneys
165 West Street
Sandton
(PO Box 785812, Sandton, 2146)
Tel: 011 669 9000
Fax: 011 669 9001
Ref: Lance Fleiser/Ian Kirkman
Sponsor:
J.P. Morgan Equities Limited
Date: 17/02/2011 15:36:15 Supplied by www.sharenet.co.za
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