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BJM - Barnard Jacobs Mellet Holdings Limited - Notice of Scheme Meeting
NOTICE OF SCHEME MEETING
In the High Court of South Africa
(SOUTH GAUTENG, JOHANNESBURG) Case number: 10/28541
Before the Honourable Justice H. K. Saldulker
In the ex parte application of:
Barnard Jacobs Mellet Holdings Limited Applicant
(Registration number 1995/004798/06)
Notice is hereby given that, in terms of an Order dated 27 July 2010, the High
Court of South Africa (South Gauteng High Court, Johannesburg) has ordered, in
accordance with the provisions of section 311 of the Companies Act,
No. 61 of 1973, as amended ("Companies Act"), that a meeting ("the Scheme
Meeting") of the registered ordinary shareholders of the Applicant reflected in
the Applicant`s share register on the record date for voting (as defined in the
scheme of arrangement contained in Annexure "FA2" to the founding affidavit in
this matter) ("Scheme Members") be held under the chairmanship of Mervyn Taback
or, failing him, Lourens van Staden, both directors of Mervyn Taback Inc, on
Monday, 23 August 2010, at 10:00 for the purpose of considering and if deemed
fit approving, with or without modification, the Scheme of Arrangement ("the
Scheme") proposed by FirstRand Limited ("FirstRand") between the Applicant and
the Scheme Members.
The basic characteristic of the Scheme is that, upon implementation, FirstRand
Investment Holdings (Proprietary) Limited, a wholly-owned subsidiary of
FirstRand, will acquire all the ordinary shares in the Applicant held by the
Scheme Members ("Scheme Shares"). In terms of the Scheme, Scheme Members will
(subject to potential adjustment explained below and in the Circular to Scheme
Members) receive a cash consideration ("Scheme Consideration") of R4.50 (four
rand and fifty cents) for every 1 (one) ordinary Scheme Share in the Applicant
held by such Scheme Member, which is payable on the Operative Date of the
Scheme, which is expected to be on Monday, 11 October 2010. The said Scheme
Consideration is subject to adjustment.
On implementation of the Scheme, the listing of the Applicant`s shares on the
securities exchange operated by the JSE Limited will be terminated.
The implementation of the Scheme is subject to the fulfilment of certain
Conditions Precedent including, but not limited to, the sanctioning of the
Scheme by the above Honourable Court and a certified copy of the order of the
above Honourable Court sanctioning the Scheme being registered by the Registrar
of Companies and Close Corporations ("Conditions Precedent").
Copies of this notice, the form of proxy (pink) to be used at the Scheme
Meeting or any adjourned meeting, the form of surrender and transfer (yellow),
the Scheme, the Explanatory Statement in terms of section 312(1)(a)(i) of the
Companies Act explaining the Scheme and the Order of Court convening the Scheme
Meeting, will be sent to the Shareholders of the Applicant at least 14
(fourteen) calendar days before the date of the Scheme Meeting.
Members of the Applicant may, during normal business hours at any time prior to
the Scheme Meeting, inspect and obtain a copy of those documents, free of
charge, at the Applicant`s registered office at 24 Fricker Road, Illovo Corner,
Illovo, Johannesburg, 2196.
Each Scheme Member who holds Certificated Shares in the Applicant
("Certificated Scheme Member") or who holds Dematerialised Shares in the
Applicant through a Central Securities Depository Participant ("CSDP") and has
"own-name" registration ("Dematerialised "own-name" Scheme Member"), may
attend, speak and vote, or abstain from voting in person at the Scheme Meeting
or any adjourned meeting, or may appoint one or more proxies (who need not be
Shareholders of the Applicant) to attend, speak and vote, or abstain from
voting at the Scheme Meeting or any adjourned meeting in the place of such
Certificated Scheme Member or Dematerialised "own-name" Scheme Member. A form
of proxy (pink) for this purpose, for completion by Certificated Scheme Members
and Dematerialised "own-name" Scheme Members only, is included in the Circular
which has been posted to all Scheme Members at their addresses as recorded in
the Register of Members of the Applicant at the close of business on a date not
more than 4 (four) calendar days before the date of such posting. If more than
one person is appointed on a single form of proxy (pink), then only one of
those proxies (in order of appointment) will be entitled to exercise that
proxy. In the case of joint Certificated Scheme Members and joint
Dematerialised "own-name" Scheme Members, the vote of the senior Certificated
Scheme Member or senior Dematerialised "own- name" Scheme Member (seniority
will be determined by the order in which the names of the joint Certificated
Scheme Members or joint Dematerialised "own-name" Scheme Members are reflected
in the Applicant`s Register of members) who tenders a vote (whether in person
or by proxy) will be accepted to the exclusion of the vote of the other joint
certificated Scheme Member(s) or joint Dematerialised "own-name" Scheme
Member(s).
Properly completed forms of proxy (pink) must be lodged with or posted to the
Transfer Secretaries of the Applicant, Link Market Services South Africa
(Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000), to be received by no later than 10:00 on Thursday, 19
August 2010, or handed to the chairperson no later than 10 (ten) minutes before
the scheduled time for the commencement of the Scheme Meeting or adjourned
Scheme Meeting. Notwithstanding the aforegoing, the chairperson may approve, in
the chairperson`s discretion, the use of any other form of proxy.
Each Scheme Member who holds a beneficial interest in Dematerialised Shares in
the Applicant and who does not have own-name registration ("Dematerialised
Scheme Member") may attend, speak and vote, or abstain from voting in person at
the Scheme Meeting or adjourned Scheme Meeting only if such Dematerialised
Scheme Member informs his/her CSDP or Broker timeously of his/her intention to
attend and vote, or abstain from voting at the Scheme Meeting or adjourned
Scheme Meeting or be represented by proxy thereat in order for his/her CSDP or
Broker to issue him/her with the necessary letter of representation or such
Dematerialised Scheme Member provides his/her CSDP or Broker timeously with
his/her voting instruction should such Dematerialised Scheme Member not wish to
attend the Scheme Meeting or adjourned Scheme Meeting in person in order for
his/her CSDP or Broker to vote in accordance with his/her instruction at the
Scheme Meeting or adjourned Scheme Meeting. The CSDP or Broker will then
provide the Transfer Secretaries of the Applicant with forms of proxy in terms
of each individual Dematerialised Scheme Member`s instruction.
In terms of the aforementioned Order of Court, the chairperson must report the
results of the Scheme Meeting to the above Honourable Court on Tuesday, 31
August 2010 or, if the chairperson adjourns the Scheme Meeting, the first
Tuesday (or if that Tuesday is a public holiday, the first day thereafter on
which the matter can be set down for hearing in terms of the rules of Court
after the expiry of the 7 (seven) calendar day period during which the
chairperson`s report must lie open for inspection) at 10:00 or so soon
thereafter as counsel may be heard. A copy of the chairperson`s report to the
above Honourable Court will be available on request to any Scheme Member, free
of charge, at the registered office of the Applicant being 24 Fricker Road,
Illovo Corner, Illovo, Johannesburg, 2196, during normal business hours for a
period of at least 7 (seven) days prior to the date set by the above Honourable
Court for the chairperson to report back to it.
Chairperson of the Scheme Meeting
Mervyn Taback
WERKSMANS INCORPORATED
Applicant`s Attorneys
155 - 5th Street
Sandton, 2196
Or Suite 1714 - 17th Floor
Marble Towers
208 - 212 Jeppe Street
Johannesburg
Private Bag 10015
Sandton, 2146
Docex 111 Sandton
Tel: +27 (0)11 535 8000
Fax: +27 (0)11 535 8600
Ref: Mr G Johannes/BARN0999.88
Date: 30/07/2010 07:39:01 Supplied by www.sharenet.co.za
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