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CIC - CIC Holdings Limited - Notice of scheme meeting
CIC HOLDINGS LIMITED
(Incorporated in the Republic of Namibia)
(Registration number 95/502)
(Registered as an external company in the Republic of
South Africa)
(Registration number 1996/002672/10)
Share code: CCI & ISIN: NA0009174278
("CIC" or "the Company")
NOTICE OF SCHEME MEETING
In the High Court of Namibia
Case number: A260/2010
Windhoek, Friday, 27 August 2010
Before The Honourable Mr Justice Swanepoel, J
In the ex parte application of:
CIC HOLDINGS LIMITED Applicant
(Incorporated in the Republic of Namibia)
(Registration number 95/502)
(Registered as an external company in the Republic of
South Africa)
(Registration number 1996/002672/10)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 27 August
2010, the High Court of Namibia ("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 CIC
Holdings Limited ("CIC"), registered as such at 17:00 on Thursday, 23
September 2010 ("scheme members") be held under the chairmanship, Mr Hanno
Diedrich Bossau, failing him an advocate of at least 10 (ten) years standing
appointed by the Law Society of Namibia, failing both of them, an independent
advocate of at least 10 (ten) years standing nominated for that purpose by
the Applicant`s legal practitioners ("chairman"), at 09:00 at the registered
office of CIC in Namibia, being the Corner of Iscor and Solingen Streets,
Northern Industrial Area, Windhoek, Namibia on Tuesday, 28 September 2010 (or
any adjourned date as determined by the chairman ("adjourned meeting")) for
the purpose of considering and, if deemed fit, of approving, with or without
modification, a scheme of arrangement ("the scheme") proposed by Imperial
Holdings Limited ("Imperial") between the Applicant and its ordinary
shareholders, provided that the scheme meeting shall not be entitled to agree
to any modification of the scheme which has the effect of diminishing the
rights that are to accrue in terms thereof to scheme participants.
The implementation of the scheme is subject to fulfilment of the scheme
conditions stated therein including, but not limited to, the sanctioning of
the scheme by the above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree
to the scheme. The basic characteristic of the scheme is that, subject to the
fulfilment of certain conditions precedent which are set out in paragraph 5
of the scheme of arrangement contained in the circular to the ordinary
shareholders of the Applicant, dated Thursday, 2 September 2010 ("the
circular"), Imperial will acquire all of the ordinary shares in the Applicant
from the ordinary shareholders of the Applicant, who are recorded in the
register as such on the scheme consideration record date (as referred to in
the circular and which is expected to be Friday, 12 November 2010 ("the
scheme participants")). In terms of the scheme, the scheme participants will
receive 287 cents for every ordinary share in the Applicant held on the
scheme consideration record date.
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned scheme meeting, the scheme, the explanatory statement in terms
of section 312(1) of the Companies Act explaining the scheme and the Order of
Court summoning the scheme meeting, have been posted to scheme members and
may be inspected or obtained, free of charge, during normal business hours,
at any time prior to the scheme meeting or any adjourned meeting, at the
registered office of CIC in Namibia, being the Corner of Iscor and Solingen
Streets, Northern Industrial Area, Windhoek, Namibia and at the office of
CIC`s legal practitioners situated at 12 Love Street, Windhoek, Namibia.
Scheme members who hold certificated ordinary shares in CIC and scheme
members who hold dematerialised ordinary shares in CIC through a Central
Securities Depository Participant ("CSDP") 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 CIC)
to attend, speak and vote at the scheme meeting in the place of such scheme
members. Forms of proxy for this purpose are included in the document which
has been posted to all shareholders of CIC at their addresses as recorded in
the register of members of CIC at the close of business 5 (five) business
days before the date of such posting. Properly completed forms of proxy must
be lodged with or posted to the transfer secretaries of CIC, Computershare
Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street,
Johannesburg, South Africa, 2001 (PO Box 61051, Marshalltown, South Africa,
2107) to be received by no later than 09:00 on Monday, 27 September 2010, or
on the business day immediately preceding any adjourned meeting, or handed to
the chairman no later than 10 minutes before the scheme meeting or adjourned
scheme meeting is due to commence. Notwithstanding the aforegoing, the
chairman may approve in his discretion the use of any other form of proxy.
Scheme members who hold certificated ordinary shares in CIC through a nominee
and shareholders who hold dematerialised ordinary shares in CIC through a
CSDP or broker and not in "own-name" registration form should timeously
inform their nominees, CSDPs or brokers, as the case may be, to issue them
with the necessary Letter of Representation to attend the scheme meeting or
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their
voting instructions in order for their votes to be represented at the scheme
meeting.
Where there are joint holders of CIC`s ordinary shares, any one of such
persons may vote at the scheme meeting in respect of such ordinary shares as
if such joint holder was solely entitled thereto, but if more than one such
joint holder be present or represented at the scheme meeting, that one of the
said persons whose name appears first in CIC`s share register or their proxy,
as the case may be, will alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairman must report the
results of the scheme meeting to the Court, which is expected to be on or
about Friday, 8 October 2010 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 on
request to any scheme member, free of charge, at the registered office of CIC
and the offices of CIC`s legal practitioners during normal business hours at
least seven calendar days prior to the date fixed by the Court for the
chairperson to report back to it.
Chairman of the scheme meeting
Applicant`s Legal Practitioners
Engling Stritter & Partners
12 Love Street
Windhoek
Tel: +26461 38 3300
Fax: +26461 23 0011
Ref: AS/md P30951
02 September 2010
Sponsor: PSG Capital (Pty) Limited
Date: 02/09/2010 09:25:01 Supplied by www.sharenet.co.za
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